Euronav MI II DEFA14A Additional proxy soliciting materials | GNRT 3 May 18

Exhibit 10.1

May 3, 2018

Nordea Bank AB (publ), New York Branch,

as Facility Agent,

1211 Avenue of the Americas, 23rd Floor

New York, NY 10036

Attn: Shipping, Offshore & Oil Services

Telephone: +1 212 318 9636
Facsimile: +1 212 421 4420
E-mail: dlny-ny-cadloan@nordea.com

with a copy to:

Essendropsgate 7

0368 Oslo, Norway

Facsimile: +47 22 48 66 78

E-mail: agency.soosid@nordea.com

Re: Waiver Request

We refer to the facility agreement, dated as of August 31, 2015 (as amended by Amendment No. 1, dated as of October 20, 2016, Amendment No.2, dated as of March 24, 2017 and Amendment No.3, dated as of June 1, 2017, and as the same may be further amended or supplemented from time to time, the “Facility Agreement”), among (i) Gener8 Maritime Subsidiary VIII Inc., as Borrower, (ii) the companies listed therein as joint and several Owner Guarantors and Hedge Guarantors, (iii) Gener8 Maritime Subsidiary V Inc., as Shareholder, (iv) Gener8 Maritime, Inc., as Parent Guarantor, (v) Citibank, N.A. and Nordea Bank Finland Plc, New York Branch as Global Co-ordinators, (vi) Citibank, N.A. and Nordea Bank Finland Plc, New York Branch as Bookrunners, (vii) ABN AMRO Capital USA LLC, DNB Markets, Inc., DVB Bank SE and Skandinaviska Enskilda Banken AB as Commercial Tranche Bookrunners (viii) Citibank, N.A., Nordea Bank Finland Plc, New York Branch, ABN AMRO Capital USA LLC, Banco Bilbao Vizcaya Argentina, S.A., Seoul Branch, DNB Markets, Inc., DVB Bank SE, Skandinaviska Enskilda Banken AB and The Export-Import Bank of Korea as Mandated Lead Arrangers, (ix) Caixa Bank, S.A. and Landesbank Hessen-Thueringen Girozentrale as Lead Arrangers, (x) the banks and financial institutions listed in Part B of Schedule 1 therein as Original Lenders, (xi) the banks and financial institutions listed in Part C of Schedule 1 therein as Hedge Counterparties, (xii) Citibank, N.A., London Branch as ECA Co-ordinator and ECA Agent, (xiii) Nordea Bank Finland Plc, New York Branch as Commercial Tranche Co-ordinator, Facility Agent and Security Agent and (xiv) The Export-Import Bank of Korea as Kexim, upon the terms and subject to the conditions of which the Original Lenders made available to the Borrower a term loan facility of up to (originally) $963,743,455.

Unless otherwise defined in this waiver request (the “Waiver Request”), capitalized terms used in this Waiver Request shall have the meanings set forth in the Facility Agreement.

We request that, by countersigning this Waiver Request, each of the Majority Lenders confirms its agreement to the following waiver pursuant to Clause 44 (Amendments and Waivers) of the Facility Agreement.

1. Temporary waiver of Interest Expense Coverage Ratio.

It is acknowledge and agreed among the Borrower, the Guarantors and the Majority Lenders that for the Test Period ending on March 31, 2018 compliance by the Parent Guarantor with the requirements of Clause 20.2 (Interest Expense Coverage Ratio) of the Facility Agreement shall be temporarily waived.

The Borrower, the Guarantors and the Majority Lenders further agree that nothing contained herein shall be deemed a waiver of the Interest Expense Coverage Ratio as required by Clause 20.4 (Interest Expense Coverage Ratio) of the Facility Agreement for any Test Period after March 31, 2018.

For the benefit of the Majority Lenders, attached hereto as Exhibit A are the projections of the Parent Guarantor for the period Q1 2018 through Q4 2019.

2. Conditions to effectiveness.

It is a condition precedent to the effectiveness of this Waiver Request that the Facility Agent receives confirmation from the Borrower that the required parties under the Sinosure Facility and the Re-Financing Facility Credit Agreement have also provided their consent to a waiver similar to that described in Clause 1 hereof under each such facility.

3. Guarantors’ confirmation.

Each of the Guarantors, by its signature of this Waiver Request, confirms its consent to the waiver to the Facility Agreement set out herein and confirms that its guarantee in Clause 17 (Guarantee and Indemnity) of the Facility Agreement remains in full force and effect.

4. No other waivers

Other than as set forth in this Waiver Request, the provisions of the Facility Agreement shall remain unchanged and in full force and effect.

5. Finance Document

It is acknowledged and agreed that this Waiver Request shall constitute a Finance Document for purposes of the Facility Agreement.

6. Governing law and jurisdiction.

The provisions of Clause 47 (Governing Law) of the Facility Agreement shall apply to this Waiver Request as if set out in full but so that references to “this Agreement” are amended to read “this Waiver Request”.

7. Execution in counterparts.

This Waiver Letter may be executed in counterparts.

	Best regards,

	GENER8 MARITIME SUBSIDIARY VIII INC.
	as Borrower


	By:	/s/ Leonard J. Vrondissis
	Name:	Leonard J. Vrondissis
	Title:	President


	GENER8 MARITIME, INC.
	as Parent Guarantor


	By:	/s/ Leonard J. Vrondissis
	Name:	Leonard J. Vrondissis
	Title:	Executive Vice President, Chief Financial Officer and Secretary

	GENER8 MARITIME SUBSIDIARY V INC.
	as Shareholder


	By:	/s/ Leonard J. Vrondissis
	Name:	Leonard J. Vrondissis
	Title:	President

	GENER8 NEPTUNE LLC
	as Owner Guarantor


	By:	/s/ Dean Scaglione
	Name:	Dean Scaglione
	Title:	Manager