GENERAL MARITIME CORPORATION,
THE SUBSIDIARY GUARANTORS PARTIES HERETO,
AND
LASALLE BANK NATIONAL ASSOCIATION,
AS TRUSTEE
10% Senior Notes due 2013
SECOND SUPPLEMENTAL INDENTURE
Dated as of December 30, 2005
to
INDENTURE
Dated as of March 20, 2003
Second Supplemental Indenture
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SECOND SUPPLEMENTAL INDENTURE (the "Second Supplemental Indenture"),
dated as of December 30, 2005, among General Maritime Corporation (the
"Company"), General Maritime Management LLC, General Maritime Management
(Hellas) Ltd., Genmar Trader Ltd., Genmar Kentucky Ltd., Genmar West Virginia
Ltd., GMR Administration Corp., GMR Argus LLC, GMR Ariston LLC, GMR Baltic LLC,
GMR Centaur LLC, GMR Challenger LLC, GMR Champ LLC, GMR Endurance LLC, GMR Gulf
LLC, GMR Hope LLC, GMR Horn LLC, GMR Kestrel LLC, GMR Leonidas LLC, GMR ▇▇▇▇▇▇
LLC, GMR Ocean LLC, GMR Orion LLC, GMR Pacific LLC, GMR Phoenix LLC, GMR
Princess LLC, GMR Progress LLC, GMR Prometheus LLC, GMR Sky LLC, GMR Spirit LLC,
GMR Spyridon LLC, GMR Star LLC, GMR Transporter LLC, GMR Traveller LLC, GMR
Trust LLC, GMR Trader (Liberia) LLC, GMR Agamemnon LLC, GMR Ajax, LLC, GMR
Alexandra LLC, GMR Alta LLC, GMR Boss LLC, GMR Commander LLC, GMR ▇▇▇▇▇▇▇▇▇▇▇
LLC, GMR ▇▇▇▇▇▇▇ LLC, GMR ▇▇▇▇▇▇ LLC, GMR ▇▇▇▇▇▇▇ LLC, GMR ▇▇▇▇▇▇ LLC, GMR
Macedon LLC, GMR Malta LLC, GMR Minotaur LLC, GMR Pericles LLC, GMR Spartiate
LLC, GMR Sun LLC, GMR Zoe LLC, GMR Conqueror LLC, GMR Defiance LLC, GMR Honour
LLC, GMR Revenge LLC, GMR Strength LLC, GMR Newbuilding 1, LLC, GMR Newbuilding
2, LLC, GMR Newbuilding 3, LLC, GMR Newbuilding 4, LLC, General Maritime
Management (UK) LLC, General Maritime Management (Portugal) LLC and General
Marine Management (Portugal) LDA (collectively, the "Guarantors") and LaSalle
Bank National Association, a national banking association organized under the
laws of the United States of America (the "Trustee"), as Trustee.
WHEREAS, the Company and the Trustee executed and delivered an
Indenture, dated as of March 20, 2003 (the "Indenture"), providing for the
issuance of $250,000,000 principal amount of 10% Senior Notes due 2013 (the
"Securities")(all capitalized terms used herein and not defined are used herein
as defined in the Indenture);
WHEREAS, pursuant to Section 9.2 of the Indenture, the Company, the
Subsidiary Guarantors and the Trustee may amend the Indenture with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Securities (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Securities) (the "Requisite Consents");
WHEREAS, the Company has offered to purchase for cash (such offer,
the "Tender Offer") all of the outstanding Securities, upon the terms and
subject to the conditions set forth in its Offer to Purchase for Cash and
Solicitation of Consents dated December 15, 2005 (the "Offer to Purchase") and
in the related Letter of Transmittal and Consent (the "Letter of Transmittal"),
in connection therewith the Company has solicited written consents of the
Holders (the "Consent Solicitation") to the amendments to the Indenture set
forth herein (and to the execution of this Second Supplemental Indenture), and
the Company has now obtained such written consents from the Holders of a
majority in aggregate principal amount of the outstanding Securities, and,
accordingly, this Second Supplemental Indenture and the amendments set forth
herein are authorized pursuant to Section 9.2 of the Indenture; and
WHEREAS, the execution and delivery of this Second Supplemental
Indenture has been duly authorized by the parties hereto, and all other acts
necessary to make this Second
Supplemental Indenture a valid and binding supplement to the Indenture
effectively amending the Indenture as set forth herein have been duly taken;
NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the other parties and for the equal and ratable
benefit of the holders of the Securities, as follows:
ARTICLE ONE
AMENDMENTS
Section 1.01 Deletion of Certain Provisions. Pursuant to the terms
of the Offer to Purchase and Letter of Transmittal, the Indenture is hereby
amended to delete the following sections, subsections and Articles in their
entirety and, in the case of each such section, subsection and Article, insert
in lieu thereof the phrase "Intentionally Omitted", and any and all references
thereto, any and all obligations thereunder and any events of default related
thereto are hereby deleted throughout the Indenture, and such sections,
subsections, Articles and references shall be of no further force or effect:
(a) Section 3.2 entitled "SEC Reports";
(b) Section 3.3 entitled "Limitation on Indebtedness";
(c) Section 3.4 entitled "Limitation on Restricted Payments";
(d) Section 3.5 entitled "Limitation on Liens";
(e) Section 3.6 entitled "Limitation on Restrictions on
Distributions from Restricted Subsidiaries";
(f) Section 3.8 entitled "Limitation on Affiliate
Transactions";
(g) Section 3.10 entitled "Limitation on Sale of Capital
Stock of Restricted Subsidiaries";
(h) Section 3.11 entitled "Excess Cash Flow";
(i) Section 3.12 entitled "Limitation on Sale/Leaseback
Transactions";
(j) Section 3.13 entitled "Future Subsidiary Guarantors";
(k) Section 3.14 entitled "Limitations on Lines of Business";
(l) Section 3.15 entitled "Maintenance of Office or Agency";
(m) Section 3.16 entitled "Corporate Existence";
(n) Section 3.17 entitled "Payment of Taxes and Other Claims";
(o) Section 3.18 entitled "Payments for Consents";
(p) Section 3.20 entitled "Further Instruments and Acts"; and
(q) Section 3.21 entitled "Statement by Officers as to Default";
(r) Article IV entitled "Successor Company"; and
(s) subsections (3), (4), (5), (6), (8), and (9) of Section 6.1
entitled "Events of Default".
Section 1.02 Other Amendments. All definitions in the Indenture
that are used exclusively in the sections, subsections and Articles deleted
pursuant to Section 1.01 of this Second Supplemental Indenture are hereby
deleted.
Section 1.03 Amendment to Section 3.19 of the Indenture. Section
3.19 of the Indenture entitled "Compliance Certificate" is hereby deleted in its
entirety and replaced with the following:
"SECTION 3.19 Compliance with TIA. The Company shall comply with
TIA ss.314(a)."
Section 1.04 Effectiveness; Operativeness. This Second Supplemental
Indenture shall become effective and binding upon the Company, the Guarantors,
the Trustee and the holders of Securities immediately upon its execution and
delivery by the parties hereto and shall become operative on and simultaneously
with written notification to the Trustee by the Company that it has purchased
pursuant to the Tender Offer all Securities validly tendered pursuant to the
Tender Offer and not validly withdrawn prior to the expiration of the Tender
Offer. In the event that the Tender Offer and Consent Solicitation are
terminated or withdrawn, this Second Supplemental Indenture shall be null and
void.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Ratification of Indenture. Except as amended and
supplemented hereby, the Indenture and the Securities are in all respects
ratified and confirmed and all the terms, conditions, provisions thereof
shall remain in full force and effect.
Section 2.02. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.
Section 2.03. Conflict with the Trust Indenture Act. If any
provision of the Second Supplemental Indenture limits, qualifies or conflicts
with any provision of the Trust Indenture Act that is required under the
Trust Indenture Act to be a part of and govern any provision of this Second
Supplemental Indenture, the provision of the Trust Indenture Act shall
control. If any provision of this Second Supplemental Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the provision of the Trust Indenture Act shall be deemed to apply
to the Indenture as so modified or to be excluded by this Second Supplemental
Indenture, as the case may be.
Section 2.04. Severability. In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provision shall not in any way be
affected or impaired thereby.
Section 2.05. Benefits of Supplemental Indenture. Nothing in this
Second Supplemental Indenture or the Indenture, express or implied, shall give
to any Person, other than the parties hereto and their respective successors
hereunder and the holders of the Securities, any benefit or any legal or
equitable remedy or claim under this Second Supplemental Indenture or the
Indenture.
Section 2.06. Successors. All agreements of the Company or of a
Guarantor in this Second Supplemental Indenture shall bind such Person's
successors. All agreements of the Trustee in this Second Supplemental Indenture
shall bind its successors.
Section 2.07. Trustee's Disclaimer. The Trustee makes no
representations as to the validity or sufficiency of this Second Supplemental
Indenture and the recitals contained herein, all of which shall be taken as the
statements of the Company and the Guarantors.
Section 2.07. Multiple Counterparts. This Second Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date first above
written.
The Company:
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GENERAL MARITIME CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President,
Chief Administrative Officer,
Treasurer and Secretary
The Trustee:
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LASALLE BANK NATIONAL ASSOCIATION, as the
Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
The Guarantors:
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GMR NEWBUILDING 1, LLC
GMR NEWBUILDING 2, LLC
GMR NEWBUILDING 3, LLC
GMR NEWBUILDING 4, LLC,
each as a Subsidiary Guarantor
By: General Maritime Corporation,
as Manager of GMR Newbuilding 1, LLC, GMR
Newbuilding 2, LLC, Newbuilding 3, LLC and
Newbuilding 4, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President,
Chief Administrative Officer,
Treasurer and Secretary
Second Supplemental Indenture
GENERAL MARITIME MANAGEMENT (HELLAS) LTD.,
as a Subsidiary Guarantor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: President
GENERAL MARITIME MANAGEMENT (PORTUGAL) LDA,
as a Subsidiary Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
Second Supplemental Indenture
GMR ADMINISTRATION CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President & Secretary
GENERAL MARITIME MANAGEMENT (UK) LLC
GENERAL MARITIME MANAGEMENT (PORTUGAL) LLC
GMR CONQUEROR LLC
GMR DEFIANCE LLC
GMR HONOUR LLC
GMR REVENGE LLC
GMR STRENGTH LLC
GMR ARGUS LLC
GMR ARISTON LLC
GMR BALTIC LLC
GMR CENTAUR LLC
GMR CHALLENGER LLC
GMR CHAMP LLC
GMR ENDURANCE LLC
GMR GULF LLC
GMR HOPE LLC
GMR HORN LLC
GMR KESTREL LLC
GMR LEONIDAS LLC
GMR ▇▇▇▇▇▇ LLC
GMR OCEAN LLC
GMR ORION LLC
GMR PACIFIC LLC
GMR PHOENIX LLC
GMR PRINCESS LLC
GMR PROGRESS LLC
GMR PROMETHEUS LLC
GMR SKY LLC
GMR SPIRIT LLC
GMR SPYRIDON LLC
GMR STAR LLC
GMR TRANSPORTER LLC
GMR TRAVELLER LLC
GMR TRUST LLC
GMR TRADER (LIBERIA) LLC
GMR AGAMEMNON LLC
GMR AJAX, LLC
GMR ALEXANDRA LLC
GMR ALTA LLC
Second Supplemental Indenture
GMR BOSS LLC
GMR COMMANDER LLC
GMR ▇▇▇▇▇▇▇▇▇▇▇ LLC
GMR ▇▇▇▇▇▇▇ LLC
GMR ▇▇▇▇▇▇ LLC
GMR ▇▇▇▇▇▇▇ LLC
GMR ▇▇▇▇▇▇ LLC
GMR MACEDON LLC
GMR MALTA LLC
GMR MINOTAUR LLC
GMR PERICLES LLC
GMR SPARTIATE LLC
GMR SUN LLC
GMR ZOE LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Manager
GENMAR TRADER LTD.
GENMAR KENTUCKY LTD.
GENMAR WEST VIRGINIA LTD.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
GENERAL MARITIME MANAGEMENT LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Manager
Second Supplemental Indenture