Euronav MI II Inc. - FORM 8-K - EX-99.1 - EXHIBIT 99.1

Attached files

file	filename
8-K - GENERAL MARITIME CORP 8-K 2-26-2012 - Euronav MI II Inc.	form8k.htm
EX-99.2 - EXHIBIT 99.2 - Euronav MI II Inc.	ex99_2.htm
EX-99.3 - EXHIBIT 99.3 - Euronav MI II Inc.	ex99_3.htm
EX-99.4 - EXHIBIT 99.4 - Euronav MI II Inc.	ex99_4.htm

EXHIBIT 99.1

EXECUTION COPY

LIMITED WAIVER AGREEMENT

This LIMITED WAIVER AGREEMENT (this “Agreement”) is made as of February 27, 2012, by and among General Maritime Corporation, a Marshall Islands corporation (the “Company”), Oaktree Principal Fund V, L.P., Oaktree Principal Fund V (Parallel), L.P., Oaktree FF Investment Fund, L.P. – Class A, and OCM Asia Principal Opportunities Fund, L.P., each a Cayman Islands exempted limited partnership (each, an “Oaktree Fund” and collectively, “Oaktree”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Equity Purchase Agreement (as defined herein).

W I T N E S S E T H :

WHEREAS, the Company and each of the Oaktree Funds are parties to that certain Equity Purchase Agreement, dated as of December 15, 2011 (the “Equity Purchase Agreement”);

WHEREAS, pursuant to Section 9.08(b) of the DIP Credit Agreement, the Company was required to maintain a minimum cumulative Consolidated EBITDA (as defined in the DIP Credit Agreement) of $2,115,000 for the period commencing on November 1, 2011 and ending on December 31, 2011 and a minimum cumulative Consolidated EBITDA of $4,600,000 for the period commencing on November 1, 2011 and ending on January 31, 2012 (together, the “Minimum Cumulative EBITDA Covenant”), and the Company was not in compliance with the Minimum Cumulative EBITDA Covenant for such periods (the “Minimum EBITDA Default Event”);

WHEREAS, solely as a result of the Minimum EBITDA Default Event, the Company breached the DIP Credit Agreement (the “DIP Credit Agreement Breach”); and

WHEREAS, subject to the terms and conditions of this Agreement, the parties hereto wish to waive certain provisions of the Equity Purchase Agreement as herein provided.

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Waiver to Equity Purchase Agreement. Notwithstanding anything to the contrary contained in the Equity Purchase Agreement:

(a) Oaktree hereby waives any right to terminate the Equity Purchase Agreement arising solely and directly in respect of the fact of (i) the Minimum EBITDA Default Event, (ii) the DIP Credit Agreement Breach or (iii) any Event of Default (as defined in the DIP Credit Agreement) under Sections 10.02, 10.03 and/or 10.04 of the DIP Credit Agreement arising solely and directly in respect of the fact of (x) the Minimum EBITDA Default Event or (y) the DIP Credit Agreement Breach; and

(b) Oaktree hereby waives any failure of the Company to meet the closing conditions set forth in Section 8 or 9 of the Equity Purchase Agreement arising solely and directly in respect of the fact of (i) the Minimum EBITDA Default Event, (ii) the DIP Credit Agreement Breach or (iii) any Event of Default (as defined in the DIP Credit Agreement) under Sections 10.02, 10.03 and/or 10.04 of the DIP Credit Agreement arising solely and directly in respect of the fact of (x) the Minimum EBITDA Default Event or (y) the DIP Credit Agreement Breach.

(c) Notwithstanding the foregoing, nothing herein shall be deemed a waiver of Oaktree’s right to terminate the Equity Purchase Agreement or a waiver by Oaktree of any failure of the Company to satisfy the conditions set forth in the Equity Purchase Agreement on account of any fact, event or circumstance (other than solely the fact of the Minimum EBITDA Default Event or the fact of the DIP Credit Agreement Breach), including, but not limited to (x) any underlying change, event, occurrence or state of facts giving rise to the Minimum EBITDA Default Event and the DIP Credit Agreement Breach or (y) any matter arising as a consequence of the Minimum EBITDA Default Event or the DIP Credit Agreement Breach.

2. Consent to DIP Credit Agreement Waiver. Oaktree hereby consents to the Company’s entry into the Waiver and First Amendment to Senior Secured Superpriority Debtor-in-Possession Credit Agreement attached hereto as Exhibit A.

3. Miscellaneous.

(a) Integration. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior understandings or agreements which may have existed with respect thereto.

(b) Headings. The headings used in this Agreement are for convenience of reference only and shall not in any way be deemed to limit, define or describe the scope and intent of this Agreement or any provision hereof.

(c) Amendments. This Agreement may not be modified or amended except by a written instrument executed by the party to be charged.

(d) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Delivery of any executed counterpart of this Agreement by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.

(e) GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. EACH PARTY HEREBY IRREVOCABLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.

	GENERAL MARITIME CORPORATION

	By:	/s/ Jeffrey D. Pribor
	Name: Jeffrey D. Pribor
	Title: Executive Vice President

[Signature Page to Limited Waiver to Equity Purchase Agreement]

OAKTREE PRINCIPAL FUND V, L.P.

By:	Oaktree Principal Fund V GP, L.P.
Its:	General Partner

By:	Oaktree Principal Fund V GP Ltd.
Its:	General Partner

By:	Oaktree Capital Management, L.P.
Its:	Director

By:	/s/ Richard J. Goldstein
Name:	Richard J. Goldstein
Title:	Managing Director

By:	/s/ Amy Rice
Name:	Amy Rice
Title:	Vice President

[Signature Page to Limited Waiver to Equity Purchase Agreement]

OAKTREE PRINCIPAL FUND V (PARALLEL), L.P.

By:	Oaktree Principal Fund V GP, L.P.
Its:	General Partner

By:	Oaktree Principal Fund V GP Ltd.
Its:	General Partner

By:	Oaktree Capital Management, L.P.
Its:	Director

By:	/s/ Richard J. Goldstein
Name:	Richard J. Goldstein
Title:	Managing Director

By:	/s/ Amy Rice
Name:	Amy Rice
Title:	Vice President

[Signature Page to Limited Waiver to Equity Purchase Agreement]

OAKTREE FF INVESTMENT FUND, L.P. – CLASS A

By:	Oaktree FF Investment Fund GP, L.P.
Its:	General Partner

By:	Oaktree FF Investment Fund GP Ltd.
Its:	General Partner

By:	Oaktree Capital Management, L.P.
Its:	Director

By:	/s/ Richard J. Goldstein
Name:	Richard J. Goldstein
Title:	Managing Director

By:	/s/ Amy Rice
Name:	Amy Rice
Title:	Vice President

[Signature Page to Limited Waiver to Equity Purchase Agreement]

OCM ASIA PRINCIPAL OPPORTUNITIES FUND, L.P.

By:	OCM Asia Principal Opportunities Fund GP, L.P.
Its:	General Partner

By:	OCM Asia Principal Opportunities Fund GP Ltd.
Its:	General Partner

By:	Oaktree Capital Management, L.P.
Its:	Director

By:	/s/ Richard J. Goldstein
Name:	Richard J. Goldstein
Title:	Managing Director

By:	/s/ Amy Rice
Name:	Amy Rice
Title:	Vice President

[Signature Page to Limited Waiver to Equity Purchase Agreement]

Exhibit A

Waiver to DIP Credit Agreement

WAIVER AND FIRST AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

WAIVER AND FIRST AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of February 14, 2012 (this “First Amendment”), by and among GENERAL MARITIME CORPORATION, a Marshall Islands corporation (the “Parent”), the other Guarantors listed on the signature pages hereto (the “Guarantors”), GENERAL MARITIME SUBSIDIARY CORPORATION, a Marshall Islands corporation (“GMSC”), GENERAL MARITIME SUBSIDIARY II CORPORATION, a Marshall Islands corporation (together with GMSC, the “Borrowers”), the Lenders party from time to time to the Credit Agreement referred to below (the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined.

W I T N E S S E T H :

WHEREAS, the Parent, the Borrowers, the Guarantors, the Lenders and the Administrative Agent are parties to the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of November 17, 2011 (as amended, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to waive certain provisions of the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

I. Waiver to Credit Agreement.

1. Notwithstanding anything to the contrary contained in the Credit Agreement, the Required Lenders hereby waive the Minimum EBITDA covenant set forth in Section 9.08(b) of the Credit Agreement for (x) the period commencing on November 1, 2011 through and including December 31, 2011 and (y) the period commencing on November 1, 2011 through and including January 31, 2012 and, in each case, any Event of Default under Sections 10.02, 10.03 and/or 10.04 arising therefrom (the “Waiver”).

II. Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this First Amendment, each of the Borrowers and the Parent hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below) after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

2. This First Amendment is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the modification of or deviation from any other term or condition of the Credit Agreement or the other Credit Documents or any of the other instruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein.

3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of any executed counterpart of this First Amendment by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.

4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

5. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when the Parent, each Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip-Daniels (facsimile number: 212-354-8113 / e-mail address: myip@whitecase.com).

6. The Parent, each Borrower and each Guarantor as debtor, grantor, pledgor or assignor, or in any other similar capacity in which the Parent, each Borrower and each Guarantor grants liens or security interests in their respective property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Credit Documents to which it is a party (after giving effect hereto) and (ii) to the extent the Parent, each Borrower and each Guarantor granted liens on or security interests in any of its property pursuant to any such Credit Document as security for the Parent, each Borrower and each Guarantor’s Obligations under or with respect to the Credit Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. The Parent, each Borrower and each Guarantor hereby consents to this First Amendment and acknowledges that each of the Credit Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as otherwise provided herein, the execution of this First Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations.

7. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby on the First Amendment Effective Date.

* * *

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.

	GENERAL MARITIME CORPORATION,
	as Parent

By:		/s/ Jeffrey D. Pribor
		Title: Executive Vice President and Chief Financial Officer
		Address: 299 Park Avenue, New York, NY 10171
		Telephone: (212) 763-5600
		Facsimile: (212) 763-5608

	GENERAL MARITIME SUBSIDIARY II CORPORATION,
	as a Borrower

By:	/s/ Jeffrey D. Pribor
	Title: President
	Address: 299 Park Avenue, New York, NY 10171
	Telephone: (212) 763-5600
	Facsimile: (212) 763-5608

	GENERAL MARITIME SUBSIDIARY CORPORATION,
	as a Borrower


By:	/s/ Jeffrey D. Pribor
	Title: President
	Address: 299 Park Avenue, New York, NY 10171
	Telephone: (212) 763-5600
	Facsimile: (212) 763-5608

General Maritime DIP Waiver and First Amendment

	ARLINGTON TANKERS LTD.,
	as a Guarantor


By:	/s/ John C. Georgiopoulos
	Title: President
	Address: 299 Park Avenue, New York, NY 10171
	Telephone: (212) 763-5600
	Facsimile: (212) 763-5608

	VISION LTD.
	VICTORY LTD.
	COMPANION LTD.
	COMPATRIOT LTD.
	CONSUL LTD.,
	each as a Guarantor


By:	/s/ John C. Georgiopoulos
	Name: John. C. Georgiopoulos
	Title: Director

General Maritime DIP Waiver and First Amendment

	GMR CHARTERING LLC
	GMR AGAMEMNON LLC
	GMR AJAX LLC
	GMR ALEXANDRA LLC
	GMR ARGUS LLC
	GMR DAPHNE LLC
	GMR DEFIANCE LLC
	GMR ELEKTRA LLC
	GMR GEORGE T LLC
	GMR HARRIET G LLC
	GMR HOPE LLC
	GMR HORN LLC
	GMR KARA G LLC
	GMR MINOTAUR LLC
	GMR ORION LLC
	GMR PHOENIX LLC
	GMR REVENGE LLC
	GMR ST. NIKOLAS LLC
	GMR SPYRIDON LLC
	GMR STRENGTH LLC
	GMR ATLAS LLC
	GMR HERCULES LLC
	GMR MANIATE LLC
	GMR SPARTIATE LLC
	GMR POSEIDON LLC
	GMR ULYSSES LLC
	GMR ZEUS LLC,
	each as a Guarantor

By:	/s/ John C. Georgiopoulos
	Name: John C. Georgiopoulos
	Title: Manager

General Maritime DIP Waiver and First Amendment

	GENERAL MARITIME MANAGEMENT LLC
	GENERAL MARITIME MANAGEMENT (PORTUGAL) LLC
	GENERAL MARITIME MANAGEMENT (PORTUGAL) LDA.,
	each as a Guarantor

By:	/s/ Milton H. Gonzales, Jr
	Name: Milton H. Gonzales, Jr.
	Title: Manager

General Maritime DIP Waiver and First Amendment

	GENERAL MARITIME CREWING PTE. LTD.,
	as Guarantor

The Common Seal of	)
General Maritime Crewing Pte. Ltd.	)
was hereunto affixed in accordance with	)
its Articles of Association	)

/s/ James Paisley
Name:
Director:


/s/ Cher Choon Teck
Name:
Title: