Pool Participation Agreement (2015)Full Document 

Start of Preview

POOL PARTICIPATION AGREEMENT


BY AND BETWEEN


UNIQUE TANKERS LLC, the Pool Company


AND


GENERAL MARITIME CORPORATION, on behalf of its vessel-owing


subsidiaries, each a Pool Participant

In respect of following vessels:
Genmar Atlas
Genmar Hercules
Genmar Poseidon
Genmar Ulysses
Genmar Victory
Genmar Vision
Genmar Zeus
Genmar Argus
Genmar George T
Genmar Hope
Genmar Horn
Genmar Kara G
Genmar Maniate
Genmar Orion
Genmar Phoenix
Genmar Spartiate
Genmar Spyridon

Dated as of December 3, 2012



TABLE OF CONTENTS

ARTICLE I - DEFINITIONS AND SCHEDULES

1

1.1

DEFINITIONS

1

1.2

EXHIBITS AND SCHEDULES

2

ARTICLE II - ENTRY OF VESSEL INTO THE POOL

2

2.1

TIME CHARTER

2

2.2

ENTRY OF VESSEL INTO THE POOL

2

ARTICLE III - THE POOL COMMITTEE

2

3.1

POOL COMMITTEE

2

3.2

BINDING EFFECT OF POOL COMMITTEE DECISIONS

3

ARTICLE IV - WORKING CAPITAL REQUIREMENTS; SUBSEQUENT CALLS

3

ARTICLE V - EAD, VCUs, AND EAD DISTRIBUTIONS

3

5.1

EAD

3

5.2

VCUs

5

5.3

DISTRIBUTION OF EAD

5

5.4

ADJUSTMENTS OF VCUs

5

5.5

SPECIAL ADJUSTMENTS OF VCU’S

6

ARTICLE VI - ADDITION, SUBSTITUTION AND WITHDRAWAL OF VESSEL

7

6.1

ADDITION OR SUBSTITUTION OF VESSEL

7

6.2

VESSEL WITHDRAWAL BY POOL PARTICIPANT

7

6.3

REQUIRED WITHDRAWAL BY POOL COMMITTEE

7

6.4

TERMINATION UPON WITHDRAWAL

7

ARTICLE VII - AUDITS, RECORDS, REPORTS AND REPORTING

8

7.1

FINANCIAL INFORMATION

8

7.2

ACCESS TO RECORDS AND AUDITS

8

ARTICLE VIII - ARBITRATION

8

8.1

LAW AND JURISDICTION

8

ARTICLE IX - MISCELLANEOUS

9

9.1

NOTICES

9

9.2

PROVISIONS SEVERABLE AND PARAMOUNTCY

10

9.3

SUCCESSORS

10

9.4

NO PARTNERSHIP OR AGENCY

11

9.5

WAIVERS

11

9.6

GENDER AND NUMBER

11

9.7

HEADINGS

11

9.8

ENTIRE AGREEMENT

11

9.9

CONFIDENTIALITY

11

9.10

CONDITION PRECEDENT

12



THIS POOL PARTICIPATION AGREEMENT is entered into as of the 3rd day of December, 2012 by and among (1) UNIQUE TANKERS LLC, a Marshall Islands limited liability company (the "Company"); and (2) General Maritime Corporation, a Marshall Islands corporation, on behalf of its vessel-owing subsidiaries listed on Exhibit 1 hereto (each "Pool Participant").

RECITALS:

WHEREAS, the Company has been established for the purpose of operating, as charterer, under a time charterer to be entered into with owners or disponent owners of vessels substantially in the form annexed hereto as Schedule B ("Time Charter"), a pool ("Pool") of tanker vessels (each a "Pool Vessel");

WHEREAS, the Company will employ the Pool Vessels in the worldwide carriage and/or storage of crude, clean products or fuel oil and traded in such manner as to maximize overall Pool Vessel earnings and minimize Pool Vessel expenses when performing contracts, voyage business or relet timecharters ("Pool Business);

WHEREAS, pursuant to an agency agreement ("Agency Agreement") entered into with Unipec UK Company Limited (the "Commercial Manager"), the Company, in its capacity as disponent owner of the Pool Vessels under the Time Charters, has appointed the Commercial Manager as the exclusive commercial manager of the Pool Vessels;

WHEREAS, in addition, the Company has appointed General Maritime Management LLC as Pool manager ("Pool Manager") to oversee and monitor on its behalf the due and proper performance by the Commercial Manager of its duties and obligations under the Agency Agreement and to provide certain administrative, financial and accounting support services in connection with the Pool and the Pool Business;

WHEREAS, each Pool Participant wishes to enter its vessel listed on Exhibit 1 hereto (the "Vessel") into the Pool and the Company wishes to receive the Vessel into the Pool;

WHEREAS, this Pool Participation Agreement sets forth the terms and conditions upon which the Pool Participant shall enter the Vessel into the Pool and the basis upon which the Vessel shall share and participate in the pooled revenues of the Pool Business and the voyage and other costs thereof;

In consideration of the mutual covenants hereinafter contained, the Parties hereto covenant and agree as follows:

ARTICLE I -

DEFINITIONS AND SCHEDULES

1.1                               DEFINITIONS

Capitalized words or terms within this Agreement shall have the meanings ascribed to them in Schedule "A" attached hereto and shall be applicable to all schedules and



other related agreements unless the context of this Agreement or other agreements otherwise require.

1.2                               EXHIBITS AND SCHEDULES

The following schedules are appended to this Agreement and form an integral part as if incorporated herein:

Exhibit 1: Pool Participants and Vessels

Schedule "A": Definitions

Schedule "B": Time Charter

Schedule "C": VCU Allocation Formula

ARTICLE II -

ENTRY OF VESSEL INTO THE POOL

2.1                               TIME CHARTER

Concurrent herewith, the Pool Participant, as owner or disponent owner, and the Company, as charterer, have entered into a Time Charter in respect of the Vessel for an initial minimum term of twelve (12) months commencing the date of delivery of the Vessel thereunder which term shall thereafter be extended on an evergreen basis until the Vessel’s withdrawal from the Pool as provided for herein.

2.2                               ENTRY OF VESSEL INTO THE POOL

The Vessel shall enter the Pool commencing its delivery by the Pool Participant to the Company pursuant to the terms of the Time Charter.

ARTICLE III -

THE POOL COMMITTEE

3.1                               POOL COMMITTEE

A pool committee ("Pool Committee") of the Company has been appointed and vested with exclusive authority to manage the Pool and the Pool Business.

The Pool Committee consists of three (3) members, with the Pool Manager being entitled to appoint two (2) members and the Commercial Manager, for so long as the Agency Agreement remains in force and effect, being entitled to appoint one (1) member (collectively, "Pool Committee Members").

The vote or action of a majority of the Pool Committee Members is required for any action or decision of the Pool Committee.

2



3.2                               BINDING EFFECT OF POOL COMMITTEE DECISIONS

End of Preview