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Title: |
Senior Facility Agreement |
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Date: |
2000 |
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Preview shows 24KB of 129KB total |
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$51 |
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ID: |
#911015 |
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<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>
SENIOR FACILITY AGREEMENT
between
GENERAL MARITIME I, L.P.
as borrower
CHRISTIANIA BANK OG KREDITKASSE ASA
as agent and security trustee
and
THE BANKS
as lenders
Clifford Chance
London
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
Clause Page
<S> <C>
1. Interpretation .................................................... 1
2. The Facility ...................................................... 8
3. Purpose ........................................................... 8
4. Conditions Precedent .............................................. 8
5. Nature of Banks' Rights and Obligations ........................... 8
6. Availability ...................................................... 8
7. Interest Periods .................................................. 9
8. Interest .......................................................... 10
9. Repayment and Prepayment .......................................... 11
10. Taxes and Tax Receipts ............................................ 12
11. Changes in Circumstances .......................................... 14
12. Representations ................................................... 16
13. Information Covenants ............................................. 18
14. Financial Condition ............................................... 19
15. General Covenants ................................................. 20
16. Events of Default ................................................. 22
17. Default Interest and Indemnity .................................... 25
18. Currency of Account and Payment ................................... 26
19. Payments .......................................................... 27
20. Set-Off ........................................................... 27
21. Sharing ........................................................... 27
22. Fees .............................................................. 28
23. Costs and Expenses ................................................ 29
24. The Agent and the Banks ........................................... 29
25. Benefit of Agreement .............................................. 34
26. Assignments and Transfers ......................................... 34
27. Calculations and Evidence of Debt ................................. 35
28. Remedies and Waivers .............................................. 36
29. Partial Invalidity ................................................ 36
30. Notices ........................................................... 36
31. Law ............................................................... 37
32. Jurisdiction ...................................................... 37
The First Schedule
Condition Precedent Documents ............................................ 39
The Second Schedule
Notice of Drawdown ....................................................... 43
The Third Schedule
Form of Transfer Certificate ............................................. 44
The Fourth Schedule
The Banks ................................................................ 46
</TABLE>
<PAGE>
THIS AGREEMENT is made on 15 May 1997
BETWEEN:
(1) GENERAL MARITIME I, L.P. (the "BORROWER");
(2) CHRISTIANIA BANK OG KREDITKASSE ASA (in its capacity as agent, the
"AGENT");
(3) CHRISTIANIA BANK OG KREDITKASSE ASA (in its capacity as the security
trustee, the "SECURITY TRUSTEE"); and
(4) THE BANKS (as defined below).
RECITALS
A. The Banks have agreed to grant to the Borrower, upon the terms and subject
to the conditions herein set forth, a loan facility in the amount of up to
$27,000,000.
B. By a further Loan Agreement (the "JUNIOR FACILITY AGREEMENT") of even date
herewith and made between the Borrower, the Agent, the Security Trustee and
Christiania Bank og Kreditkasse ASA as Initial Bank, the Initial Bank has
agreed to lend to the Borrower a further sum of up to $3,000,000 secured by
second ranking security over the assets mortgaged or charged by the
Borrower to the Security Trustee pursuant to the Financing Documents
defined therein.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1 In this Agreement:
"ADMINISTRATIVE GENERAL PARTNER" means General Maritime (Alta) Ltd., a
company duly incorporated under the laws of Cayman Islands;
"ADVANCE" means, save as otherwise provided herein, the advance made or to
be made by the Banks hereunder;
"ASSIGNMENT OF ACCOUNTS" means the assignment of the Guarantor accounts to
be executed by the Guarantor pursuant to paragraph 3 of Part 2 of the First
Schedule;
"ASSIGNMENT OF EARNINGS AND INSURANCES" means an assignment of earnings and
insurances to be entered into by the Guarantor in favour of the Security
Trustee named therein pursuant to paragraph 2, Part 2 of the First
Schedule;
"BANKS" means the financial institutions named in the Fourth Schedule and
any Transferees of such named financial institutions (and any subsequent
Transferees) and "BANK" means each of the Banks;
<PAGE>
"BASLE PAPER" means the paper entitled "International Convergence of
Capital Measurement and Capital Standards" dated July 1988 and prepared by
the Basle Committee on Banking Regulations and Supervision, as amended in
November 1991;
"CAPITAL ADEQUACY REQUIREMENT" means a request or requirement relating to
the maintenance of capital, including one which makes any change to, or is
based on any alteration in, the interpretation of the Basle Paper or which
increases the amounts of capital required thereunder, other than a request
or requirement made by way of implementation of the Basle Paper in the
manner in which it is being implemented at the date hereof;
"CAYMAN ISLANDS" means the Cayman Islands;
"CHARTER" means the time charterparty dated 31 March 1997 (as from time to
time amended or novated) pursuant to which the Guarantor has agreed to
charter the Vessel to the Charterer for a period of at least 5 years from
the Drawdown Date;
"CHARTERER" means Mendala II Transport, Inc.;
"CHARTER GUARANTEE" means the guarantee entered or to be entered into
pursuant to paragraph 10 Part I of the First Schedule by the Charter
Guarantor and the Guarantor whereby the Charter Guarantor guarantees the
performance of the Charterer's obligations under the charter;
"CHARTER GUARANTOR" means OMI Corp.;
"DRAWDOWN DATE" means the date on which the Advance is made to the Borrower
hereunder;
"EARNINGS ACCOUNT" has the meaning ascribed to it in the Assignment of
Earnings and Insurances;
"EVENT OF DEFAULT" means any of those events specified in Clause 16.1
(EVENTS OF DEFAULT);
"FACILITY" means the dollar loan facility granted to the Borrower in this
Agreement;
"FACILITY AMOUNT" means an amount of up to US$27,000,000 to be advanced by
the Banks to the Borrower;
"FACILITY COMMITMENT" means in relation to a Bank, the amount set opposite
its name in the Fourth Schedule;
"FACILITY OFFICE" means in relation to a Bank, the Agent or the Security
Trustee the office identified with the signature below (or in the case of a
Transferee, at the end of the Transfer Certificate to which it is a party
as Transferee) or such other office as it may from time to time select;
"FAIR MARKET VALUE" means, in relation to the Vessel at any time, the sale
value of the Vessel in dollars determined on the basis of a sale (for cash
and prompt delivery) by a willing
<PAGE>
seller to a willing buyer, free of charter and encumbrances and at arm's
length on normal commercial terms;
"FINAL REPAYMENT DATE" means the date which falls 60 months after the
Drawdown Date;
"FINANCING DOCUMENTS" means this Agreement, any Interest Rate Swap
Agreement, the Trust Deed, the Mortgage, the Assignment of Earnings and
Insurances, the Priority Agreement and the Assignment of Accounts, the
Guarantee and any other document agreed between the Agent and the Borrower
to be a Financing Document;
"GENERAL PARTNERS" means the Managing General Partner and the
Administrative General Partner;
"GUARANTEE" means the guarantee to be entered into by the Guarantor in
favour of the Security Trustee pursuant to paragraph 8, Part 2 of the First
Schedule;
"GUARANTOR" means Alta Ltd., a wholly-owned subsidiary of the Borrower in
whom the ownership of the Vessel is vested;
"INSTRUCTING GROUP" means a Bank or group of Banks to whom in aggregate
more than fifty per cent of the Loan is (or, immediately prior to its
repayment, was then) owed;
"INTEREST RATE SWAP AGREEMENT" means any interest rate swap agreement to be
entered into by the Borrower, any Banks and the Agent pursuant to which the
Borrower will hedge all or part of its interest costs under this Agreement;
"INTEREST PERIOD" means any of those periods mentioned in Clause 7.2
(DURATION OF INTEREST PERIODS);
"LIBERIA" means the Republic of Liberia;
"LIBOR" means, in relation to any period for which an interest rate is to
be determined hereunder, the rate per annum determined by the Agent to be
equal to the LIBOR fixing on Telerate page 3740 for deposits in dollars for
a period corresponding to that period at 11.00 a.m. on the Quotation Date
for that period Provided that if there are no such rates so appearing on
such page at such time it means the rate per annum determined by the Agent
to be equal to the arithmetic mean (rounded upwards, if not already such a
multiple to the nearest whole multiple of one-sixteenth of one per cent.)
of the respective rates (as notified to the Agent) at which the Reference
Banks were offering to prime banks in the London Interbank Market deposits
in dollars for a period corresponding to such period at such time;
"LOAN" means the aggregate principal amount for the time being outstanding
hereunder;
"MANAGEMENT AGREEMENT" means the agreement (as from time to time amended or
novated) to be entered or entered into between the Guarantor and Universe
Tankships (Delaware) LLC relating to the management of the Vessel pursuant
to paragraph 12, Part 1, of the First Schedule;
<PAGE>
"MANAGING GENERAL PARTNER" means General Maritime I Corporation, a
corporation duly incorporated under the laws of the State of Delaware,
U.S.A;
"MARGIN" means one and one-eighth per cent. (1-1/8%) per annum;
"MEMORANDUM OF AGREEMENT" means the agreement (as from time to time amended
or novated) for the purchase and sale of the Vessel dated 31 March 1997 and
made between the Guarantor and the Seller;
"MORTGAGE" means a first preferred Liberian ship mortgage over the Vessel
to be granted by the Guarantor to the Security Trustee pursuant to
paragraph 1, Part 2 of the First Schedule;
"NOTICE OF DRAWDOWN" means a notice in the form or substantially the form
of that set out in the Second Schedule;
"OBLIGORS" means each of the Borrower and the Guarantor;
"PERMITTED LIENS" has the meaning ascribed to it in the Assignment of
Earnings and Insurances;
"PRIORITY AGREEMENT" means the agreement between the Agent, the Banks, the
Borrower and the Guarantor and the Agent and the lenders under the Junior
Facility Agreement regulating the priorities and the rights of enforcement
of security between the Banks and the lenders under the Junior Facility
Agreement;
"QUOTATION DATE" in relation to any period for which an interest rate is to
be determined hereunder means the day on which quotations would ordinarily
be given by prime banks in the London Interbank Market for dollar deposits
for delivery on the first day of that period Provided that if, for any such
period, quotations would ordinarily be given on more than one date, the
Quotation Date for that period shall be the last of those dates;
"REFERENCE BANK" means the principal Oslo office of Christiania Bank og
Kreditkasse ASA and such other banks as may from time to time be agreed
between the Borrower and the Agent;
"REPAYMENT DATES" means the days which fall 3, 6, 9, 12, 15, 18, 21, 24,
27, 30, 33, 36, 39, 42, 45, 48, 51, 54, 57 and 60 months after the Drawdown
Date;
"RETENTION ACCOUNT" has the meaning ascribed to it in the Assignment of
Earnings and Insurances;
"SELLER" means Mendala II Transport, Inc.;
"TERMINATION DATE" means the earlier of 31 May 1997 and the date on which
the Facility Amount has been reduced to zero;
"TRANSFER CERTIFICATE" means a certificate in the form set out in the Third
Schedule (or such other form as may be agreed between the relevant Bank,
the proposed Transferee, the Agent
<PAGE>
and the Borrower pursuant to Clause 26.3 (ASSIGNMENTS AND TRANSFERS BY
BANKS)) signed by a Bank and a Transferee whereby:
(i) such Bank seeks to procure the transfer to such Transferee of all
or a part of such Bank's rights and obligations hereunder upon
and subject to the terms and conditions set out in Clause 26.3
(ASSIGNMENTS AND TRANSFERS BY BANKS); and
(ii) such Transferee undertakes to perform the obligations it will
assume as a result of delivery of such certificate to the
Borrower as is contemplated in Clause 26.4 (TRANSFERS BY BANKS)
"TRANSFER DATE" in relation to any Transfer Certificate means the date for
the making of the transfer as specified in the schedule to such Transfer
Certificate;
"TRANSFEREE" means a bank or other financial institution to which a Bank
seeks to transfer all or part of such Bank's rights and obligations
hereunder;
"TRUST DEED" means a security trust deed of the date hereof entered into
between the Security Trustee, the Borrower, the Guarantor and the Banks
pursuant to paragraph 4, Part 2 of the First Schedule;
"VESSEL" means the vessel known as m/t "ALTA" more particularly described
in the Mortgage.
1.2 Any reference in this Agreement to:
the Agent, the Security Trustee, or the Banks shall be construed so as to
include their respective successors, Transferees and permitted assigns in
accordance with their respective interests;
a "BUSINESS DAY" shall be construed as a reference to a day (other than a
Saturday or Sunday) on which banks are generally open for business in
London and New York City;
a "CHARTER" shall be construed as a reference to any agreement (including
the Charter) pursuant to which the Vessel is, or will be, employed;
a "CLAUSE" shall, subject to any contrary indication, be construed as a
reference to a clause hereof;
an "ENCUMBRANCE" shall be construed as a reference to a mortgage, charge,
pledge, lien or other encumbrance securing any obligation of any person or
any other type of preferential arrangement (including, without limitation,
title transfer and retention arrangements) having a similar effect;
the "EQUIVALENT" in one currency (in this paragraph the "FIRST CURRENCY")
of an amount denominated in another currency (in this paragraph the "SECOND
CURRENCY") on any date shall, save as otherwise provided, be construed as a
reference to the amount of the first
<PAGE>
currency which could be purchased with that amount of the second currency
at the spot rate of exchange quoted by the Agent at or about 11.00 a.m. on
such date for the purchase of the first currency with the second currency
for delivery on the second business day thereafter;
a "GUARANTEE" includes any guarantee, indemnity or other obligation to pay,
purchase, provide funds for the payment of or indemnify against the
consequences of default in the payment of indebtedness of any other person
and any encumbrance which secures the payment of any indebtedness of any
other person;
a "HOLDING COMPANY" of a company or corporation shall be construed as a
reference to any company or corporation of which the first-mentioned
company or corporation is a subsidiary;
"INDEBTEDNESS" shall be construed so as to include any obligation (whether
incurred as principal or as surety) for the payment or repayment of money,
whether present or future, actual or contingent;
a "MONTH" is a reference to a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next calendar
month save that, where any such period would otherwise end on a day which
is not a business day, it shall end on the next business day, unless that
day falls in the calendar month succeeding that in which it would otherwise
have ended, in which case it shall end on the preceding business day
Provided that, if a period starts on the last business day in a calendar
month or if there is no numerically corresponding day in the month in which
that period ends, that period shall end on the last business day in that
later month (and references to "MONTHS" shall be construed accordingly);
a "PERSON" shall be construed as a reference to any person, firm, company,
corporation, government, state or agency of a state or any association or
partnership (whether or not having separate legal personality) of two or
more of the foregoing;
a "SCHEDULE" shall, subject to any contrary indication, be construed as a
reference to a schedule hereto;
a "SUBSIDIARY" of a company or corporation shall be construed as a
reference to any company or corporation:
(i) which is controlled, directly or indirectly, by the
first-mentioned company or corporation;
(ii) more than half the issued share capital of which is beneficially
owned, directly or indirectly, by the first-mentioned company or
corporation; or
(iii) which is a subsidiary of another subsidiary of the
first-mentioned company or corporation
and, for these purposes, a company or corporation shall be treated as being
controlled by another if that other company or corporation is able to
direct its affairs and/or to control the composition of its board of
directors or equivalent body;
<PAGE>
"TAX" shall be construed so as to include any present or future tax, levy,
impost, duty or other charge of a similar nature (including, without
limitation, any penalty or interest payable in connection with any failure
to pay or any delay in paying any of the same);
"TOTAL LOSS" includes any actual, constructive, arranged, agreed or
compromised total loss, any requisitioning for title and the capture,
seizure, arrest, detention, or confiscation of the Vessel by any
government, or by persons purporting to act on behalf of any government,
unless the Vessel be released and restored to the Owner from such capture,
seizure, detention or confiscation within one month after the date thereof;
and
the "WINDING-UP" or "DISSOLUTION" of a company or limited partnership shall
be construed so as to include any equivalent or analogous proceedings under
the law of the jurisdiction in which such company or limited partnership is
incorporated or established or any jurisdiction in which such company or
limited partnership carries on business.
1.3 "$" and "DOLLARS" denote lawful currency of the United States of America.
1.4 Save where the contrary is indicated, any reference in this Agreement to:
(i) this Agreement or any other agreement or document shall be
construed as a reference to this Agreement or, as the case may
be, such other agreement or document as the same may have been,
or may from time to time be, amended, varied or supplemented;
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