Euronav MI II Inc. - FORM 8-K - EX-10.1 - EXHIBIT 10.1

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8-K - GENERAL MARITIME CORPORATION 8-K 3-29-2012 - Euronav MI II Inc.	form8k.htm

EXHIBIT 10.1

SECOND AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

SECOND AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of March 29, 2012 (this “Second 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 and amended as of February 14, 2012 (as further 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 Second Amendment, the parties hereto wish to waive certain provisions of the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

I. Amendments to Credit Agreement.

1. Section 9.08(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(b) The Parent will not permit cumulative Consolidated EBITDA for the period commencing on January 1, 2012 and ending on the last day of a month set forth below to be less than the amount set forth opposite such month below:

Month	Minimum EBITDA
February 2012	$	4,223,000
March 2012	$	6,343,000
April 2012	$	8,570,000
May 2012	$	11,843,000
June 2012	$	15,028,000
July 2012	$	19,185,000
August 2012	$	23,170,000
September 2012	$	27,529,000
October 2012	$	32,762,000”

II. Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this Second Amendment, each of the Borrowers and the Parent hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below) before (with the exception of any Default or Event of Default resulting from non-compliance by the Parent with Section 9.08(b) for the period commencing on November 1, 2011 and ending February 29, 2012, which Default(s) or Event of Default(s), if any, are hereby waived by the Required Lenders) and after giving effect to this Second 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 Second Amendment Effective Date both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second 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 Second 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 Second 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 Second Amendment by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.

4. THIS SECOND 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 Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when the Parent, each Borrower, each Guarantor, 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 Second 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 Second 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 Second 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 Second Amendment Effective Date.

* * *

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

	GENERAL MARITIME CORPORATION,
	as Parent

	By:	/s/ Jeffrey D. Pribor
		Name: Jeffrey D. Pribor
		Title: Executive Vice President & Chief
		Financial Officer

	GENERAL MARITIME SUBSIDIARY
	CORPORATION,
	as a Borrower

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

	GENERAL MARITIME SUBSIDIARY II
	CORPORATION,
	as a Borrower

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