Exhibit 10.12
FORM OF
INSURANCE ASSIGNMENT
[VESSEL NAME]
Official Number [NUMBER]
[SHIPOWNER NAME], a Cayman Islands corporation (the "Assignor"), in
consideration of the Secured Creditors referred to therein entering into the
transactions described in the Credit Agreement (as defined below), and for One
Dollar ($1) lawful money of the United States of America, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, as sole owner of the [COUNTRY FLAG] flag vessel [VESSEL NAME],
Official Number [NUMBER] (the "Vessel"), has sold, assigned, transferred and set
over, and by this instrument does sell, assign, transfer and set over, unto
CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH, a banking association
organized and existing under the laws of the Kingdom of Norway, not in its
individual capacity, but solely as trustee (together with its successors in
trust and assigns, the "Trustee") pursuant to that certain Master Vessel and
Collateral Trust Agreement dated [CLOSING DATE] (as the same may be amended,
supplemented or otherwise modified from time to time, the "Master Vessel Trust
Agreement") between CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH, as
Collateral Agent for the Secured Creditors referred to therein, and CHRISTIANIA
BANK OG KREDITKASSE ASA, NEW YORK BRANCH, as Trustee (hereinafter called the
"Assignee"), mortgagee of the Vessel under a certain [COUNTRY FLAG] Mortgage
dated the date hereof (hereinafter called the "Mortgage"), and unto the
Assignee's successors and assigns, as such to it and its successors' and
assigns' own proper use and benefit, and does hereby grant to the Assignee a
security interest in, all right, title and interest of the Assignor under, in
and to (i) all insurances in respect of the Vessel, whether now or hereafter to
be effected, and all renewals of or replacements for the same, (ii) all claims,
returns of premium and other moneys and claims for moneys due and to become due
under said insurance or in respect of said insurance and (iii) all other rights
of the Assignor under or in respect of said insurance, (the above clauses (i),
(ii) and (iii) collectively called the "Insurance Collateral"). Terms used
herein and not otherwise defined herein are used as defined in the Credit
Agreement dated as of [CREDIT AGREEMENT DATE] among the Lenders from time to
time parties thereto, the Assignee as Administrative Agent, Syndication Agent
and Lead Arranger and General Maritime Corporation, a ▇▇▇▇▇▇▇▇ Islands
corporation, as Borrower (as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement").
The Assignor is a [indirectly] wholly owned subsidiary of the
Borrower. The Borrower may at any time and from time to time on and after the
date hereof
INSURANCE ASSIGNMENT [VESSEL NAME]
enter into, or guaranty the obligations of the Assignor or one or more other or
any of their respective subsidiaries under, one or more Interest Rate Protection
Agreements or Other Hedging Agreements with respect to the Borrower's
obligations under the Credit Agreement, with one or more Secured Creditors; each
such Interest Rate Protection Agreement, as amended, modified, restated and/or
supplemented from time to time, is herein called an "Interest Rate Protection
Agreement," and each such Other Hedging Agreement, as amended, modified,
restated and/or supplemented from time to time, is herein called an "Other
Hedging Agreement.")
The Assignor has entered into the Subsidiaries Guaranty and the
Pledge Agreement in favor of the Lenders pursuant to which the Assignor has
guaranteed and secured, as the case may be, (i) all obligations of the Borrower
under the Credit Agreement and the other Credit Documents to which it is a party
and (ii) all obligations of the Borrower, the Assignor, the other Pledgors and
their respective subsidiaries under each Interest Rate Protection Agreement and
each Other Hedging Agreement, and the Assignor has granted a First Preferred
[COUNTRY FLAG of VESSEL] Mortgage to secure its obligations under the Securities
Guaranty and the other Credit Documents to which it is a party.
This assignment is given as security for all amounts due and to
become due to the Secured Creditors, the Agent, the Pledgee, the Collateral
Agent, the Assignee and the Mortgagee under the Subsidiaries Guaranty and the
other Credit Documents, including, without limitation:
(i) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations, liabilities
and indebtedness (including, without limitation, principal, premium,
interest, fees and indemnities (including, without limitation, all
interest that accrues after the commencement of any case, proceeding or
other action relating to the bankruptcy, insolvency, reorganization or
similar proceeding of the Assignor at the rate provided for in the
respective documentation, whether or not a claim for post-petition
interest is allowed in any such proceeding)) of the Assignor to the Lender
Creditors (as defined in the Pledge Agreement), whether now existing or
hereafter incurred under, arising out of, or in connection with, the
Credit Agreement and the other Credit Documents to which the Assignor is a
party and the due performance and compliance by the Assignor with all of
the terms, conditions and agreements contained in the Credit Agreement and
in such other Credit Documents (all such obligations, liabilities and
indebtedness under this clause (i), except to the extent consisting of
obligations, liabilities or indebtedness with respect to Interest Rate
Protection Agreements or Other Hedging Agreements, being herein
collectively called the "Credit Document Obligations");
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(ii) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations, liabilities
and indebtedness (including, without limitation, all interest that accrues
after the commencement of any case, proceeding or other action relating to
the bankruptcy, insolvency, reorganization or similar proceeding of any
Assignor at the rate provided for in the respective documentation, whether
or not a claim for post-petition interest is allowed in any such
proceeding) owing by Assignor to the Other Creditors (as defined in the
Pledge Agreement) under, or with respect to (including, in the case of
each Credit Party that is a Subsidiary Guarantor, all such obligations,
liabilities and indebtedness of Assignor under the Subsidiaries Guaranty),
any Interest Rate Protection Agreement or Other Hedging Agreement, whether
such Interest Rate Protection Agreement or Other Hedging Agreement is now
in existence or hereafter arising, and the due performance and compliance
by Assignor with all of the terms, conditions and agreements contained
therein (all such obligations, liabilities and indebtedness described in
this clause (ii) being herein collectively called the "Other
Obligations");
(iii) any and all sums advanced by the Assignee in order to preserve
the Insurance Collateral or preserve its security interest in the
Insurance Collateral;
(iv) in the event of any proceeding for the collection or
enforcement of any indebtedness, obligations or liabilities of Assignor
referred to in clauses (i) and (ii) above, after an Event of Default shall
have occurred and be continuing, the reasonable expenses of retaking,
holding, preparing for sale or lease, selling or otherwise disposing of or
realizing on the Insurance Collateral, or of any exercise by the Assignee
of its rights hereunder, together with reasonable attorneys' fees and
court costs; and
(v) all amounts paid by the Assignee as to which the Assignee has
the right to reimbursement hereunder or under the Mortgage; all such
obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) hereof being herein collectively called the "Obligations," it
being acknowledged and agreed that the "Obligations" shall include
extensions of credit of the types described above, whether outstanding on
the date of the Pledge Agreement or extended from time to time after the
date of the Pledge Agreement;
all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) hereof being herein collectively called the "Obligations," it being
acknowledged and agreed that the "Obligations" shall include extensions of
credit of the types described above, whether outstanding on the date hereof or
extended from time to time after the date hereof.
3 INSURANCE ASSIGNMENT [VESSEL NAME]
It is expressly agreed that anything herein contained to the
contrary notwithstanding, the Assignor shall remain liable under said insurances
to perform all of the obligations assumed by it thereunder, and the Assignee
shall have no obligation or liability under said insurances by reason of or
arising out of this instrument of assignment nor shall the Assignee be required
or obligated in any manner to perform or fulfill any obligations of the Assignor
under or pursuant to said insurances or to make any payment or to make any
inquiry as to the nature or sufficiency of any payment received by it or to
present or file any claim, or to take any other action to collect or enforce the
payment of any amounts which may have been assigned to it or to which it may be
entitled hereunder at any time or times.
The Assignor does hereby constitute the Assignee, its successors and
assigns, the Assignor's true and lawful attorney-in-fact, irrevocably, with full
power (in the name of the Assignor or otherwise), upon the occurrence and
continuance of a Default, an Event of Default or an Event of Loss to ask,
require, demand, receive, compound and give acquittance for any and all moneys
and claims for moneys due and to become due under or arising out of said
insurances, to endorse any checks or other instruments or orders in connection
therewith and to file any claims or to take any action or institute any
proceedings which the Assignee may deem to be necessary or advisable in the
premises.
The Assignor hereby covenants and agrees to procure that notice of
this Assignment shall be duly given to all underwriters, substantially in the
form hereto attached as Exhibit A, and that where the consent of any underwriter
is required pursuant to any of the insurances assigned hereby that it shall be
obtained and evidence thereof shall be given to the Assignee, or, in the
alternative, that in the case of protection and indemnity coverage the Assignee
shall obtain a letter of undertaking by the underwriters, and that there shall
be duly endorsed upon all slips, cover notes, policies, certificates of entry or
other instruments issued or to be issued in connection with the insurances
assigned hereby such clauses as to loss payees as the Assignee may require or
approve. In all cases, unless otherwise agreed in writing by the Assignee, such
slips, cover notes, notices, certificates of entry or other instruments shall
provide that there will be no recourse against the Assignee for payment of
premiums, calls or assessments.
The Assignor agrees that at any time and from time to time, upon the
written request of the Assignee, the Assignor will promptly and duly execute and
deliver any and all such further instruments and documents as the Assignee may
deem desirable in obtaining the full benefits of this Assignment and of the
rights and powers herein granted.
The Assignor does hereby warrant and represent that it has not
assigned or pledged, and hereby covenants that, without the prior written
consent thereto of the Assignee, so long as this instrument of assignment shall
remain in effect, it will not assign or pledge the whole or any part of the
right, title and
4 INSURANCE ASSIGNMENT [VESSEL NAME]
interest hereby assigned to anyone other than the Assignee, its successors and
assigns, and it will not take or omit to take any action, the taking or omission
of which might result in an alteration or impairment of said insurances, of this
Assignment or of any of the rights created by said insurances or this
Assignment.
All notices or other communications which are required to be made to
the Assignee hereunder shall be made by postage prepaid letter, telex, or
telecopy confirmed by postage prepaid letter to:
CHRISTIANIA BANK OG KREDITKASSE ASA,
NEW YORK BRANCH
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telex Number: 824-717
Telefax Number: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address as may have been furnished in writing by the Assignee.
Any payments made pursuant to the terms hereof shall be made to the
Assignee at account number [ACCOUNT NUMBER] at its address above or such other
account or accounts as may, from time to time, be designated by the Assignee or
as the Assignee may otherwise instruct.
THIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN
TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW). This Assignment shall not
be amended and/or varied except by agreement in writing signed by the parties
hereto.
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5 INSURANCE ASSIGNMENT [VESSEL NAME]
IN WITNESS WHEREOF, the Assignor has caused this Insurance
Assignment to be duly executed this [DAY] day of [DATE].
[SHIPOWNER],
as Assignor,
By _____________________________________
Name:
Title:
INSURANCE ASSIGNMENT [VESSEL NAME]
EXHIBIT A
to
Insurance Assignment
NOTICE OF ASSIGNMENT
The undersigned, [SHIPOWNER], the Owner of the [COUNTRY FLAG] Vessel
[VESSEL NAME], hereby gives you notice that by an Insurance Assignment dated
[DATE] entered into by us with CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK
BRANCH, as trustee/mortgagee (hereinafter called the "Assignee"), there has been
assigned by us to the Assignee all insurances effected and to be effected in
respect thereof including the insurances constituted by the policy whereon this
Notice is endorsed. This Notice of Assignment and the applicable loss payable
clauses in the form hereto attached as Annex I are to be endorsed on all
policies and certificates of entry evidencing such insurance.
Dated:
[SHIPOWNER],
Owner,
By _____________________________________
Name:
Title:
INSURANCE ASSIGNMENT [VESSEL NAME]
ANNEX I
Notice of Insurance Assignment
FORM OF LOSS PAYABLE CLAUSES
HULL AND WAR RISKS
Loss, if any, payable to CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK
BRANCH, as Trustee/Mortgagee (the "Mortgagee"), for distribution by the
Mortgagee to itself as Collateral Agent and to _______________________, as owner
(the "OWNER"), as their respective interests may appear, or order, except that,
unless Underwriters have been otherwise instructed by notice in writing from the
Mortgagee, in the case of any loss involving any damage to the Vessel or
liability of the Vessel, the Underwriters may pay directly for the repair,
salvage, liability or other charges involved or, if the Owner shall have first
fully repaired the damage and paid the cost thereof, or discharged the liability
or paid all of the salvage or other charges, then the Underwriters may pay the
Owner as reimbursements therefore; PROVIDED, HOWEVER, that if such damage
involves a loss in excess of U.S.$250,000 or its equivalent the Underwriters
shall not make such payment without first obtaining the written consent thereto
of the Mortgagee.
In the event of an actual or constructive total loss or a compromise or
arranged total loss or requisition of title, all insurance payments therefor
shall be paid to the Mortgagee, for distribution by it in accordance with the
terms of the Mortgage.
PROTECTION AND INDEMNITY
Loss, if any, payable to CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK
BRANCH, as Trustee/Mortgagee (the "Mortgagee"), for distribution by the
Mortgagee to itself as Collateral Agent and _________________________, Owner, as
their respective interests may appear, or order, except that, unless and until
the Underwriters have been otherwise instructed by notice in writing from the
Agent, any loss may be paid directly to the person to whom the liability covered
by this insurance has been incurred, or to the Owner to reimburse it for any
loss, damage or expenses incurred by it and covered by this insurance, PROVIDED
the Underwriters shall have first received evidence that the liability insured
against has been discharged.
INSURANCE ASSIGNMENT [VESSEL NAME]
9 INSURANCE ASSIGNMENT [VESSEL NAME]