SUBSIDIARY GUARANTEE
This First Supplemental Indenture, dated as of December 28, 2005 (this
"Supplemental Indenture" or "Guarantee"), among 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 (Hellas) Ltd., General Maritime Management (UK) LLC, General
Maritime Management (Portugal) LLC and General Maritime Management (Portugal)
LDA (each a "Guarantor" and together the "Guarantors"), General Maritime
Corporation (together with its successors and assigns, the "Company"), each
other then existing Subsidiary Guarantor under the Indenture referred to below,
and LaSalle Bank National Association, as Trustee under the Indenture referred
to below.
W I T N E S S E T H:
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of March 20, 2003 (as
amended, supplemented, waived or otherwise modified, the "Indenture"), providing
for the issuance of an aggregate principal amount of $250,000,000 of 10% Senior
Notes due 2013 of the Company (the "Securities");
WHEREAS, Section 3.13 of the Indenture provides that unless such
Subsidiary has previously issued a Subsidiary Guarantee which is then in full
force and effect, the Company is required to cause each Restricted Subsidiary
created or acquired by the Company or one or more of its Restricted Subsidiaries
to execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which
such Restricted Subsidiary will unconditionally Guarantee, on a joint and
several basis with the other Subsidiary Guarantors, the full and prompt payment
of the principal of, premium, if any, and interest on the Securities on a senior
basis; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture, without the consent of any Securityholder;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guarantors, the Company, the other Subsidiary Guarantors and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Securities as follows:
ARTICLE I
Definitions
SECTION 1.1 Defined Terms. As used in this Subsidiary Guarantee, terms
defined in the Indenture or in the preamble or recital hereto are used herein as
therein defined, except that the term "Holders" in this Guarantee shall refer to
the term "Securityholders" as defined in the Indenture and the Trustee acting on
behalf or for the benefit of such Holders. The words "herein," "hereof" and
"hereby" and other words of similar import used in this Supplemental Indenture
refer to this Supplemental Indenture as a whole and not to any particular
section hereof.
ARTICLE II
Agreement to be Bound; Guarantee
SECTION 2.1 Agreement to be Bound. Each Guarantor hereby becomes a party
to the Indenture as a Subsidiary Guarantor and as such will have all of the
rights and be subject to all of the obligations and agreements of a Subsidiary
Guarantor under the Indenture. Each Guarantor agrees to be bound by all of the
provisions of the Indenture applicable to a Subsidiary Guarantor and to perform
all of the obligations and agreements of a Subsidiary Guarantor under the
Indenture.
SECTION 2.2 Guarantee. Each Guarantor hereby fully, unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety, jointly and
severally with each other Subsidiary Guarantor, to each Holder of the Securities
and the Trustee, the full and punctual payment when due, whether at maturity, by
acceleration, by redemption or otherwise, of the Obligations pursuant to Article
X of the Indenture on a senior basis.
ARTICLE III
Miscellaneous
SECTION 3.1 Notices. All notices and other communications to each
Guarantor shall be given as provided in the Indenture to such Guarantor, at its
address set forth below, with a copy to the Company as provided in the Indenture
for notices to the Company.
SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or
shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.
SECTION 3.3 Governing Law. This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.
SECTION 3.4 Severability Clause. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.
SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.
SECTION 3.6 Counterparts. The parties hereto may sign one or more copies
of this Supplemental Indenture in counterparts, all of which together shall
constitute one and the same agreement.
SECTION 3.7 Headings. The headings of the Articles and the sections in
this Guarantee are for convenience of reference only and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
GMR CONQUEROR LLC
GMR DEFIANCE LLC
GMR HONOUR LLC
GMR REVENGE LLC
GMR STRENGTH LLC,
each as a Subsidiary Guarantor
By: /s/ John C. Georgiopoulos
----------------------------------
Name: John C. Georgiopoulos
Title: Manager
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/ John C. Georgiopoulos
-----------------------------------
Name: John C. Georgiopoulos
Title: Executive Vice President,
Chief Administrative Officer,
Treasurer and Secretary
First Supplemental Indenture
GENERAL MARITIME MANAGEMENT (HELLAS) LTD.,
as a Subsidiary Guarantor
By: /s/ Ioannis Papachristopoulos
-----------------------------------
Name: Ioannis Papachristopoulos
Title: President
GENERAL MARITIME MANAGEMENT (UK) LLC,
as a Subsidiary Guarantor
By: /s/ John C. Georgiopoulos
-----------------------------------
Name: John C. Georgiopoulos
Title: Manager
GENERAL MARITIME MANAGEMENT (PORTUGAL) LLC,
as a Subsidiary Guarantor
By: /s/ John C. Georgiopoulos
-----------------------------------
Name: John C. Georgiopoulos
Title: Manager
GENERAL MARITIME MANAGEMENT (PORTUGAL) LDA,
as a Subsidiary Guarantor
By: /s/ John N. Mortsakis
-----------------------------------
Name: John N. Mortsakis
Title: Director
Notice Address for each of the Subsidiary
Guarantors:
c/o General Maritime Corporation
299 Park Avenue
New York, New York 10171-0002
Attention: Chief Executive Officer
First Supplemental Indenture
LASALLE BANK NATIONAL ASSOCIATION, as the
Trustee
By: /s/ Gregory S. Clarke
-----------------------------------
Name: Gregory S. Clarke
Title: Vice President
GENERAL MARITIME CORPORATION, as the Company
By: /s/ John C. Georgiopoulos
-----------------------------------
Name: John C. Georgiopoulos
Title: Executive Vice President,
Chief Administrative Officer,
Treasurer and Secretary
First Supplemental Indenture
The Existing Subsidiary Guarantors:
GENMAR TRADER LTD.
GENMAR KENTUCKY LTD.
GENMAR WEST VIRGINIA LTD.
By: /s/ John N. Mortsakis
-----------------------------------
Name: John N. Mortsakis
Title: Director
First Supplemental Indenture
GMR ADMINISTRATION CORP.
By: /s/ John C. Georgiopoulos
-----------------------------------
Name: John C. Georgiopoulos
Title: Vice President & Secertary
GENERAL MARITIME MANAGEMENT LLC
By: /s/ John N. Mortsakis
-----------------------------------
Name: John N. Mortsakis
Title: Manager
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 NESTOR LLC
GMR OCEAN LLC
GMR ORION LLC
GMR PACIFIC LLC
GMR PHOENIX LLC
GMR PRINCESS LLC
GMR PROGRESS LLC
First Supplemental Indenture
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 CONSTANTINE LLC
GMR GABRIEL LLC
GMR GEORGE LLC
GMR HARRIET LLC
GMR HECTOR LLC
GMR MACEDON LLC
GMR MALTA LLC
GMR MINOTAUR LLC
GMR PERICLES LLC
GMR SPARTIATE LLC
GMR SUN LLC
GMR ZOE LLC
By: /s/ John C. Georgiopoulos
-----------------------------------
Name: John C. Georgiopoulos
Title: Manager of each
First Supplemental Indenture