Merger Agreement

Disclosure Letter


Exhibit 10.126

 

Disclosure Letter

 

From:

General Maritime Corporation (“Genmar”)

 

299 Park Avenue 2nd Floor

 

New York, NY 10171

 

Fax No: +1 212 763 5603

 

Attention: Leonidas J. Vrondissis, CFO

 

 

To:

Navig8 Crude Tankers Inc. (“Navig8”)

 

VL8 Pool Inc. (“VL8 Pool”)

 

VL8 Management Inc. (“VL8 Management”)

 

Trust Company Complex

 

Ajeltake Road

 

Ajeltake Island

 

Majuro

 

Marshall Islands. Attention: Daniel Chu, Secretary

 

 

and:

Navig8 Shipmanagement Pte Ltd (“Navig8 Shipmanagement”)

 

Three Temasek Avenue

 

#25-01 Centennial Tower

 

Singapore 039190

 

April 13, 2015

 

Dear Sirs

 

Agreement and Plan of Merger and related agreements

 

We refer to the Agreement and Plan of Merger dated February 24, 2015 (the “Merger Agreement”) between (i) Genmar (ii) Gener8 Maritime Acquisition, Inc. (“Gener8”) (iii) Navig8 and (iv) Each of the equityholders’ representatives named therein whereby, subject to certain terms and conditions, it was agreed that Gener8 would be merged into and with Navig8 with Navig8 continuing as the surviving corporation and as a wholly owned subsidiary of Genmar.

 

Navig8 has contracted 14 VLCC newbuildings which are intended to be delivered into 14 special purpose subsidiaries of Navig8 (together the “Subsidiaries”). The construction of the 14 VLCC newbuildings is to be supervised by Navig8 Shipmanagement pursuant to certain Supervision Agreements entered into by Navig8 with Navig8 Shipmanagement and dated 17 December 2013 and 25 March 2014 (the “Supervision Agreements”). Each of the Subsidiaries has entered into a Pool Agreement and associated Time Charterparty, dated March 25 2014 or 17 December 2013 (as the case may be), with VL8 Pool in respect of each of the VLCC newbuildings and which on delivery will be commercially managed by VL8 Management under a Commercial Management Agreement dated 1 September 2010 between VL8 Pool and VL8 Management (such Pool Agreements, Time Charterparties and Commercial Management Agreement being together with the Supervision Agreements referred to in this Letter as the “Commercial Documents”).

 

In this Letter, “Group Company” means in relation to a Disclosure Party to this Letter any entity that directly or indirectly controls that party, or is controlled by that party, or is another entity controlled directly or indirectly by the entity which controls that party.

 

For the purposes of this Letter references to “Genmar” shall be references to Genmar and its Group Companies and references to “Navig8” shall be to Navig8 and its Subsidiaries and together these companies shall be referred to in this Letter as the “Disclosure Parties”.

 

Each of the Commercial Documents contains confidentiality restrictions which the parties to this Letter wish to deal with in the manner hereinafter appearing.

 



 

Permitted Disclosures

 

The confidentiality and non-disclosure provisions set out in each of the Commercial Documents shall not apply, and a Disclosure Party may disclose information which would otherwise be confidential and/or where it would otherwise be precluded from disclosing the same by the relevant Commercial Document (and, where so required, copies of the Commercial Documents themselves) to the extent:

 

(a)                                 required to allow a Disclosure Party to comply with any contractual obligations existing at the date of the relevant Commercial Document;

 

(b)                                 required to allow a Disclosure Party to report its financial performance to its shareholders and/or (for the purposes of assessing the assets and income of such persons) to any present investors or, on a confidential basis, any prospective investors or lenders to any of such persons;

 

(c)                                  required to allow a Disclosure Party to make disclosures on a confidential basis to present or prospective investors in or lenders to any such entity (or their respective advisers) or in connection with any merger, acquisition, disposal or divestment or the financing of any of the same or any holding in any such entity;

 

(d)                                 required to allow or in contemplation of the initial public offering or any private placement or any further issue or offering of securities (including for the avoidance of doubt in connection with any merger, acquisition, disposal or divestment and whether or not the same are to be publicly traded) in a Disclosure Party, including for the avoidance of doubt, filing any registration statements or other documentation with the Securities and Exchange Commission or any other regulatory authorities for such purposes;

 

(e)                                  information is disclosed to the directors, board observers, employees, officers, agents, professional advisers, insurers, auditors or bankers of any party to the extent necessary or reasonable for such persons to obtain the same for the purpose of discharging their responsibilities and provided, in relation to board observers, agents, insurers, bankers or professional advisers which are not covered by professional duties of confidentiality, such persons are obliged to keep the applicable information confidential and Genmar shall be responsible for, and liable to, Navig8 for any breach of the confidentiality restrictions in this letter by such persons;

 

(f)                                  information is disclosed to vest the full benefit of or to enforce any rights conferred by any of the Commercial Documents on any party to the same or in connection with any legal proceedings arising out of or in connection with any of the Commercial Documents; and

 

(g)                                  information is required to be disclosed (whether or not such requirement has the force of law) to a court or other authority of competent jurisdiction or taxation authority, governmental, official or regulatory or supervisory body or authority or to inspectors or others authorised by such a body or authority or as otherwise required by the law of any relevant jurisdiction or to any relevant securities exchange or as otherwise required by the law of any relevant jurisdiction;

 

This letter shall have retroactive effect and shall apply equally to any disclosures made by a Disclosure Party prior to the date hereof which would otherwise fall within the terms of this Letter and accordingly each party waives any rights in respect of such disclosures.

 

This Letter and any dispute or claim arising out of or in connection with it or its subject matter or the agreement recorded in it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Letter or its subject matter (including non-contractual disputes or claims).

 

Please acknowledge receipt and acceptance of the terms of this Letter by signing a copy where indicated below, dating and returning it to us.

 



 

Yours faithfully,

 

General Maritime Corporation

 

By:

/s/ Leonidas Vrondissis

 

 

 

 

 

Name: Leonidas Vrondissis

 

 

 

 

 

Title: Executive Vice President and Chief Financial Officer

 

 

We hereby acknowledge receipt and accept the terms contained in this Letter

 

 

Signed

/s/ Daniel Chu

 

Date April 13, 2015

 

 

 

Navig8 Crude Tankers Inc.

 

 

 

 

 

 

 

 

 

 

Signed

/s/ Daniel Chu

 

Date April 13, 2015

 

 

 

VL8 Pool Inc.

 

 

 

 

 

 

 

 

 

 

Signed

/s/ Daniel Chu

 

Date April 13, 2015

 

 

 

VL8 Management Inc.

 

 

 

 

 

 

 

 

 

 

Signed

/s/ Daniel Chu

 

Date April 13, 2015

 

 

 

Navig8 Shipmanagement Pte Ltd