exv10w1






EXECUTION COPY




FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




          FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”),
dated as of October 27, 2009, by and among GENERAL MARITIME CORPORATION, a Marshall Islands
corporation (the “Parent”), GENERAL MARITIME SUBSIDIARY CORPORATION, a Marshall Islands
corporation (the “Borrower”), 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 Borrower, the Lenders and the Administrative Agent are parties to an
Amended and Restated Credit Agreement, dated as of October 20, 2008 (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 First Amendment, the parties hereto wish
to amend certain provisions of the Credit Agreement as herein provided;




          NOW, THEREFORE, it is agreed:




I. Waiver




          Notwithstanding anything to the contrary in the Credit Agreement, the Lenders hereby waive the
Event of Default caused by the Borrower’s failure to meet the minimum cash balance requirement set
forth in Section 9.07 of the Credit Agreement for the period beginning on September 30, 2009 and
ending on October 2, 2009.




     II. Amendments to Credit Agreement.



     1. Section 11.01 of the Credit Agreement is hereby amended by inserting the following new
definitions in the appropriate alphabetical order:




     “Additional Mortgaged Vessel” shall have the meaning specified in
Section 13.22.




     “First Amendment” shall mean the First Amendment to this Agreement, dated as of
October 27, 2009.




     “First Amendment Effective Date” shall have the meaning provided in the First
Amendment.




     “Senior Unsecured Note Documents” shall mean the Senior Unsecured Note
Indenture, the Senior Unsecured Notes and the guarantees delivered in connection with the
Senior Unsecured Notes, as the same may be amended, restated, supplemented,



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waived and/or otherwise modified from time to time in accordance with the terms thereof
and of this Agreement.




     “Senior Unsecured Note Indenture” shall mean the indenture entered into by the
Parent and certain of its Subsidiaries in connection with the issuance of the Senior
Unsecured Notes, as the same may be amended, restated, supplemented, waived and/or otherwise
modified from time to time in accordance the terms thereof and of this Agreement.




     “Senior Unsecured Notes” shall mean the senior notes of the Parent issued and
sold pursuant to the Senior Unsecured Note Indenture.



     2. The definition of “Applicable Margin” appearing in Section 11.01 of the Credit
Agreement is hereby restated in its entirety as follows:




     “Applicable Margin” shall mean a percentage per annum equal to (x)
prior to the First Amendment Effective Date, 1.00% and (y) from and after the First
Amendment Effective Date, 2.50%.



     3. The definition of “Credit Event” appearing in Section 11.01 of the Credit Agreement
is hereby restated in its entirety as follows:




     “Credit Event” shall mean the making of any Loan or the issuance of any Letter
of Credit.



     4. The definition of “Eurodollar Rate” appearing in Section 11.01 of the Credit
Agreement is hereby amended by deleting the text “Telerate page 3750 (British Bankers’ Association
Interest Settlement Rates) (or such other page as may replace such page 3750 on such system or on
any other system of the information vendor for the time being designated by the British Bankers’
Association to calculate the BBA Interest Settlement Rate (as defined in the British Bankers’
Association’s Recommended Terms and Conditions dated August 1985))” appearing in such Section and
inserting the text “Reuters LIBOR 01 Page (or any successor or substitute page of such service, or
any successor or substitute for such service, as determined by the Administrative Agent from time
to time for purposes of providing quotation of interest rates applicable to Dollar deposits in the
London inter-bank market)” in lieu thereof.



     5. Section 4.02(b) of the Credit Agreement is hereby amended by deleting the table appearing
in such Section in its entirety and inserting the following new table in lieu thereof:



	 	 	 	 	 
	Scheduled Commitment Reduction Date	 	Amount
	February 24, 2009
	 	$	50,062,500	 
	First Amendment Effective Date
	 	$	100,125,000	 
	April 26, 2011
	 	$	50,062,500	 
	October 26, 2011
	 	$	50,062,500	 
	April 26, 2012
	 	$	50,062,500	 
	Maturity Date
	 	$	599,625,000	 






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     6. Section 8.01(c) of the Credit Agreement is hereby restated in its entirety as follows:




     “(c) Appraisal Reports. Together with delivery of the financial statements
described in (x) Section 8.01(a) for the second fiscal quarter of each fiscal year and (y)
Section 8.01(b) for each fiscal year, and at any other time within 33 days of the written
request of the Administrative Agent, appraisal reports dated within 30 days of the delivery
date in form and substance and from independent appraisers reasonably satisfactory to the
Administrative Agent, stating the then current fair market value of each of the Mortgaged
Vessels on an individual charter-free basis. All such appraisals shall be conducted by, and
made at the expense of, the Borrower (it being understood that the Administrative Agent may
and, at the request of the Required Lenders, shall, upon notice to the Borrower, obtain such
appraisals and that the cost of all such appraisals will be for the account of the
Borrower); provided that, unless an Event of Default shall then be continuing, in no
event shall the Borrower be required to pay for more than three appraisal reports obtained
pursuant to this Section 8.01(c) in any single fiscal year of the Borrower, with the cost of
any such reports in excess thereof to be paid by the Lenders on a pro rata
basis.”



     7. Section 8 of the Credit Agreement is hereby further amended by inserting the following new
Section 8.15 in the appropriate order:




     “8.15 Guarantees. The Parent will cause each of its Subsidiaries that
guarantees the Senior Unsecured Notes to guarantee the Obligations.”



     8. Section 9.01 of the Credit Agreement is hereby amended by inserting the following new
paragraph at the end of such Section:




“Notwithstanding the foregoing, the Parent will not and will not permit its Subsidiaries to
suffer to exist any Lien (other than Permitted Liens and Liens existing on the First
Amendment Effective Date which are discharged no later than the seventh Business Day after
the First Amendment Effective Date) on the Additional Mortgaged Vessels until any
non-compliance with Section 9.09 which may exist on the First Amendment Effective Date is
cured.”



     9. Section 9.03 of the Credit Agreement is hereby amended by (x) inserting the word “and”
immediately after the semicolon appearing at the end of clause (ii) of such Section, (y) deleting
the text “$0.50” and “; and” appearing in clause (iii)(D) of such Section and inserting the text
“$0.125” and “.”, respectively, in lieu thereof, and (z) deleting clause (iv) of such Section in
its entirety.



     10. Section 9.04(b) of the Credit Agreement is hereby amended by (x) deleting the text “and”
appearing at the end of clause (i) of said Section and inserting a comma in lieu thereof, (y)
deleting the period (“.”) appearing at the end of clause (ii) of said Section and inserting the
word “and” in lieu thereof and (z) inserting the following new clause (iii) immediately following
clause (ii) of said Section:



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     “(iii) Indebtedness consisting of guarantees of the Subsidiary Guarantors (and any
additional Subsidiary that becomes a Subsidiary Guarantor after the First Amendment
Effective Date) of the Senior Unsecured Notes in an aggregate principal amount not to exceed
at any one time outstanding the aggregate principal amount thereof on the First Amendment
Effective Date.”



     11. Section 9.08 of the Credit Agreement is hereby restated in its entirety as follows:



     “9.08 Net Debt to EBITDA Ratio. The Parent will not permit the Net Debt to EBITDA
Ratio on the last day of each fiscal quarter to be greater than the ratio set forth opposite such
fiscal quarter:



	 	 	 	 	 
	FISCAL QUARTER ENDING	 	NET DEBT TO EBITDA RATIO
	September 30, 2009
	 	 	5.50 to 1	 
	December 31, 2009
	 	 	6.50 to 1	 
	March 31, 2010
	 	 	6.50 to 1	 
	June 30, 2010
	 	 	6.50 to 1	 
	September 30, 2010
	 	 	6.50 to 1	 
	December 31, 2010
	 	 	6.00 to 1	 
	March 31, 2011
	 	 	6.00 to 1	 
	June 30, 2011
	 	 	6.00 to 1	 
	September 30, 2011
	 	 	6.00 to 1	 
	December 31, 2011 and on the last day of each
fiscal quarter thereafter
	 	 	5.50 to 1	 






     12. Section 9 of the Credit Agreement is hereby further amended by inserting the following new
Section 9.14 in the appropriate order:




     “9.14 Voluntary Prepayments, Etc. of Senior Unsecured Notes. (a) The Parent
will not, and will not permit any of its Subsidiaries to, directly or indirectly,
voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled
maturity thereof in any manner the Senior Unsecured Notes.




     (b) The Parent will not, and will not permit any of its Subsidiaries to, directly or
indirectly, amend, modify or change any term or condition of the Senior Unsecured Notes,
including, but not limited to the Senior Unsecured Note Documents (other than any such
amendment, modification, waiver or other change to any of the terms of the Senior Unsecured
Note Documents that does not require the consent of the noteholders and is not adverse to
the interests of the Lenders).”



     13. Section 13 of the Credit Agreement is hereby amended by inserting the following new
Section 13.22 in the appropriate order:



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     “13.22 Additional Mortgaged Vessels. On or after the First Amendment Effective
Date the Borrower shall have the right to cause one or more of the Vessels listed on
Schedule XIII (each Vessel listed on Schedule XIII, an “Additional Mortgaged
Vessel”) to constitute a “Mortgaged Vessel” provided that each of the following with
respect to such Additional Mortgaged Vessel is satisfied to the reasonable satisfaction of
the Collateral Agent:




     (i) the Subsidiary of the Borrower that owns such Additional Mortgaged Vessel shall
have (w) duly authorized, executed and delivered, and caused to be recorded in the
appropriate vessel registry a Vessel Mortgage with respect to such Additional Mortgaged
Vessel substantially in the form of Exhibit I-1 or I-2 or such other form mutually
acceptable to the Borrower and the Administrative Agent, as applicable, and such Vessel
Mortgage shall be effective to create in favor of the Collateral Agent a legal, valid and
enforceable first priority security interest in, and lien upon, such Additional Mortgaged
Vessel, subject only to Permitted Liens, (x) duly authorized, executed and delivered an
Assignment of Earnings and an Assignment of Insurances, together covering all of such
Subsidiary’s present and future Earnings and Insurance Collateral, in each case together
with proper Financing Statements (Form UCC-1) and certified copies of Requests for
Information or Copies (Form UCC-11), or equivalent reports, as required by the Credit
Agreement, (y) executed and delivered to the Administrative Agent, and, if applicable,
caused the Subsidiary which directly owns the stock of it to the extent not a Credit Party
to execute and deliver, a counterpart of the Pledge Agreement (including any supplemental
agreement required to give effect to such security interests purported to be created by the
Pledge Agreement under applicable local law) and the Subsidiaries Guaranty to the extent
that it is not a Credit Party (and has not otherwise executed and delivered the documents
described below in clause (ii)) and (z) delivered all documentation (including, without
limitation, opinions of counsel, corporate documents and proceedings and officer’s
certificates) as such Subsidiary would have been required to deliver pursuant to Section 5
had such Additional Mortgaged Vessel been a Mortgaged Vessel on the Initial Borrowing Date.




     (ii) each Subsidiary of the Borrower which owns any direct or indirect interest in the
Subsidiary that owns such Additional Mortgaged Vessel shall have executed and delivered a
counterpart to the Subsidiaries Guaranty and the Pledge Agreement (or, if requested by the
Administrative Agent, a joinder agreement in respect of the Subsidiaries Guaranty and the
Pledge Agreement) and, in connection therewith, shall promptly execute and deliver all
further instruments, and take all further action, that the Administrative Agent may
reasonably require (including, without limitation, corporate documents and proceedings,
officers’ certificates, resolutions, good standing certificates and opinions of counsel, in
each case to the reasonable satisfaction of the Administrative Agent, as well as appraisals
and all necessary governmental (domestic and foreign) and third party approvals and/or
consents in connection with the granting of Liens under the Credit Documents);




     (iii) the Administrative Agent shall have received opinions from counsel satisfactory
to the Administrative Agent, which shall (x) be addressed to the Administrative Agent and
each of the Lenders, (y) be in form and substance reasonably



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acceptable to the Administrative Agent and (z) cover the perfection of the security
interests granted in the such Additional Mortgaged Vessel pursuant to the Vessel Mortgage
and such other matters incidental thereto as the Administrative Agent may reasonably
request; and




     (iv) with respect to each Additional Mortgaged Vessel, the Administrative Agent shall
have received (w) certificates of ownership from appropriate authorities showing (or
confirmation updating previously reviewed certificates and indicating) the registered
ownership of such Additional Mortgaged Vessel by the relevant Subsidiary Guarantor, (x) the
results of maritime registry searches with respect to such Additional Mortgaged Vessel,
indicating no record liens other than Liens in favor of the Collateral Agent and/or the
Lenders and Permitted Liens, (y) class certificates from a classification society listed on
Schedule X to the Credit Agreement or another classification society reasonably acceptable
to the Collateral Agent, indicating that such Additional Mortgaged Vessel meets the criteria
specified in Section 7.24, and (z) a report, in form and scope reasonably
satisfactory to the Administrative Agent, from a firm of independent marine insurance
brokers reasonably acceptable to the Administrative Agent with respect to the insurance
maintained by the Credit Parties in respect of such Additional Mortgaged Vessel, together
with a certificate from such broker certifying that such insurances are placed with such
insurance companies and/or underwriters and/or clubs, in such amounts, against such risks,
and in such form, as are customarily insured against by similarly situated insureds for the
protection of the Administrative Agent, the Collateral Agent and/or the Lenders as mortgagee
and (ii) conform with the insurance requirements of such Additional Vessel Mortgage.




     Upon the satisfaction of each of the foregoing with respect to such Additional
Mortgaged Vessel to the reasonable satisfaction of the Collateral Agent, such Additional
Mortgaged Vessel shall constitute a “Mortgaged Vessel” for purposes of this Agreement.”



     14. The Credit Agreement is hereby further amended by adding a new Schedule XIII to the Credit
Agreement in the form of Schedule XIII attached hereto.



     15. The Lenders agree than any non-compliance with Section 9.09 of the Credit Agreement
indicated by the appraisal reports delivered pursuant to Section 6(vi) of Part III of the First
Amendment shall not constitute a Default or Event of Default until the 60th day after the First
Amendment Effective Date; provided that a Credit Event shall not be permitted until such
non-compliance is cured.



III. Miscellaneous Provisions.




          1. In order to induce the Lenders to enter into this First Amendment, the Parent and the
Borrower hereby represent and warrant that (i) no Default or Event of Default exists as of the
Waiver Effective Date (as defined herein) and the First Amendment Effective Date (as defined
herein) before (except as provided in Part I hereof) or after giving effect to this First
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





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Waiver Effective Date and the First Amendment Effective Date both before and after giving
effect to this First Amendment, with the same effect as though such representations and warranties
had been made on and as of the Waiver Effective Date and the First Amendment Effective Date,
respectively (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 First Amendment and the waiver set forth herein are limited precisely as written and
shall not constitute or be deemed to constitute a modification, acceptance or waiver of any other
provision of the Credit Agreement or any other Credit Document and shall not prejudice any right or
rights that the Administrative Agent or the Lenders may have now or in the future under or in
connection with the Credit Agreement or any other Credit Document.



          3. This First 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 First Amendment by telecopy or electronic mail by any
party hereto shall be effective as such party’s original executed counterpart.



          4. THIS FIRST 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. Part I of this First Amendment shall become effective on the date (the “Waiver
Effective Date”) when the Parent, the Borrower, 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: Binoy Dharia (facsimile number: 212-354-8113 / e-mail address:
bdharia@whitecase.com).



          6. Part II of this First Amendment shall become effective on the date (the “First
Amendment Effective Date”) when each of the following conditions shall have been satisfied:




     (i) the Parent, the Borrower, 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: Binoy Dharia (facsimile number: 212-354-8113 / e-mail address:
bdharia@whitecase.com);




     (ii) the Parent shall have issued the Senior Unsecured Notes which shall (w) be
unsecured, (x) be issued on or before November 30, 2009 and mature no earlier than November
30, 2014, (y) be in an aggregate principal amount equal to or greater than



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$230,000,000 and (z) have terms and conditions which are reasonably satisfactory to the
Administrative Agent;




     (iii) the Parent shall have delivered to the Administrative Agent a copy of each of the
Senior Unsecured Note Documents, certified as true and correct by the chairman of the board,
the chief executive officer, the president or any vice president of the Parent;




     (iv) each Subsidiary of Parent that has guaranteed the Senior Unsecured Notes, to the
extent not already a Subsidiary Guarantor, shall have delivered all documentation
(including, without limitation, opinions of counsel, corporate documents and proceedings and
officer’s certificates) as such Subsidiary would have been required to deliver pursuant to
Section 5 of the Credit Agreement had such Subsidiary been a Subsidiary Guarantor on the
Initial Borrowing Date;




     (v) the Parent shall have delivered to the Administrative Agent an officer’s
certificate pursuant to Section 9.04(a), certifying that the issuance of the Senior
Unsecured Notes satisfies the requirements of Section 9.04(a);




     (vi) the Borrower shall have delivered appraisal reports dated within 30 days of the
delivery date in form and substance and from independent appraisers reasonably satisfactory
to the Administrative Agent, stating the then current fair market value of each Mortgaged
Vessel and each Additional Mortgaged Vessel on an individual charter-free basis;




     (vii) the Borrower shall have paid to the Administrative Agent for distribution to each
Lender which executes and delivers to the Administrative Agent (or its designee) a
counterpart hereof by 12:00 P.M. (New York City time) on October 27, 2009, a non-refundable
cash fee in Dollars in an amount equal to 10 basis points (0.10%) of the Commitments of such
Lender outstanding on the First Amendment Effective Date (immediately prior to the
occurrence thereof); and




     (viii) the Borrower shall have paid to the Administrative Agent (or its applicable
affiliate) all fees, costs and expenses (including, without limitation, reasonable legal
fees and expenses) payable to the Administrative Agent (or its applicable affiliate) to the
extent then due.



          7. From and after each of the Waiver Effective Date and the First 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
Waiver Effective Date and on the First Amendment Effective Date, as applicable.



*  *  *




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



	 	 	 	 	 
	 	GENERAL MARITIME CORPORATION

 	 
	 	By:  	/s/ John C. Georgiopoulos
 	 
	 	 	Name:  	John C. Georgiopoulos 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	GENERAL MARITIME SUBSIDIARY CORPORATION

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








 









 











	 	 	 	 	 
	 	NORDEA BANK FINLAND PLC, NEW YORK

        BRANCH,
	 
	 	 	
Individually and as Administrative Agent and

Collateral Agent

 	 
	 	By:  	/s/ Colleen Durkin	 
	 	 	Name:  	Colleen Durkin	 
	 	 	Title:  	Vice President	 
	 	 	 
	 	By:  	/s/ Martin Lunder	 
	 	 	Name:  	Martin Lunder	 
	 	 	Title:  	Senior Vice President	 
	 




 









 





          By executing and delivering a copy hereof, each Subsidiary Guarantor hereby acknowledges and
agrees that all Guaranteed Obligations of the Subsidiary Guarantors shall be fully guaranteed
pursuant to the Subsidiaries Guaranty and shall be fully secured pursuant to the Security
Documents, in each case in accordance with the respective terms and provisions thereof. Each of
the undersigned, each being a Subsidiary Guarantor under, and as defined in, the Credit Agreement
referenced in the foregoing First Amendment, hereby consents to the entering into of the First
Amendment and agrees to the provisions thereof.



Acknowledged and Agreed by:




GMR DAPHNE LLC,

GMR AGAMEMNON LLC,

GMR AJAX LLC,

GMR ALEXANDRA LLC,

GMR ARGUS LLC,

GMR CONSTANTINE LLC,

GMR DEFIANCE LLC,

GMR GEORGE T. LLC,

GMR GULF LLC,

GMR HARRIET G. LLC,

GMR HOPE LLC,

GMR HORN LLC,

GMR KARA G. LLC,

GMR MINOTAUR LLC,

GMR ORION LLC,

GMR PHOENIX LLC,

GMR PRINCESS LLC,

GMR PROGRESS LLC,

GMR REVENGE LLC,

GMR SPYRIDON LLC,

GMR ST. NIKOLAS LLC,

GMR STRENGTH LLC,

        as Subsidiary Guarantors




	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Brian Kerr
 	 
	 	 	Name:  	Brian Kerr 	 
	 	 	Title:  	Manager 	 
	 




 









 





	 	 	 	 	 
	 	GMR ADMINISTRATION CORP.,

        as Subsidiary Guarantor

 	 
	 	By:  	/s/ Jeffrey D. Pribor
 	 
	 	 	Name:  	Jeffrey D. Pribor 	 
	 	 	Title:  	Director,  Vice President and Treasurer 	 
	 
	 	GENERAL MARITIME MANAGEMENT LLC,

        as Subsidiary Guarantor

 	 
	 	By:  	/s/ Milton H. Gonzales
 	 
	 	 	Name:  	Milton H. Gonzales 	 
	 	 	Title:  	Manager 	 
	 




 









 












	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 
	 
	 	NAME OF INSTITUTION:	 
	 
	 	CREDIT INDUSTRIEL ET COMMERCIAL, NEW
YORK BRANCH

as Lender	 
	 
	 	By:  	/s/ Andrew McKuin	 
	 	 	Name:  	Andrew McKuin	 
	 	 	Title:  	Vice President	 
	 	 	 
	 	By:  	/s/ Alex Aupoix	 
	 	 	Name:  	Alex Aupoix	 
	 	 	Title:  	Vice President	 
	 




 









 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT,
DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL
MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION,
VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC,
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT




	 	
NAME OF INSTITUTION:


 	 
	 	
Commerzbank Aktiengesellschaft, Filiale Luxemburg (in its capacity as
legal successor of Dresdner Bank AG, Niederlassung Luxemburg) as
LENDER 	 
	 


	 	By:  	/s/
Yvonne Trierweiler 	 
	 	 	Name:  	Yvonne Trierweiler 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
/s/ Bianca Bahn	 
	 	 	Name:  	Bianca Bahn 	 
	 	 	Title:  	-Analyst- 	 
	 




 









 












SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


NAME OF
INSTITUTION:



	 	 	 	 	 
	 	Bank of Scotland Plc
	 
	 
	 	By:  	/s/
Martin Strevens	 
	 	 	Name:  	Martin Strevens	 
	 	 	Title:  	Director	 




 









 











SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


NAME OF
INSTITUTION:


	 	 	 	 	 
	 	DANISH SHIP FINANCE A/S

(DANMARKS SKIBSKREDIT A/S)
	 
	 	 	
 	 
	 	By:  	/s/
Denis Donbo	 
	 	 	Name:  	Denis Donbo	 
	 	 	Title:  	SVP	 
	 	 	 
	 	By:  	/s/
Ole Staergaard	 
	 	 	Name:  	Ole Staergaard	 
	 	 	Title:  	Senior Relationship Manager	 
	 




 









 

















	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 
	 
	 	NAME OF INSTITUTION:	 
	 
	 	NATIXIS
	 
	 	 	
 	 
	 	By:  	/s/
Michel DEGERMANN	 
	 	 	Name:  	Michel DEGERMANN	 
	 	 	Title:  	Head of Shipping Finance	 
	 	 	 
	 	By:  	/s/
A. Desticourt 	 
	 	 	Name:  	A. Desticourt 	 
	 	 	Title:  	Middle Officer	 
	 




 









 













	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 
	 
	 	NAME OF INSTITUTION:	 
	 
	 	Lloyds TSB Bank plc
 	 
	 	By:  	/s/ Shelley Morrison	 
	 	 	Name:  	Shelley Morrison	 
	 	 	Title:  	Associate Director	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 








 














	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 
	 
	 	NAME OF INSTITUTION:	 
	 
	 	Allied Irish Banks p.l.c.
 	 
	 	By:  	/s/ Tony Merna	 
	 	 	Name:  	Tony Merna	 
	 	 	Title:  	Manager	 
	 	 	 
	 	By:  	/s/ Philip Ashbrook 	 
	 	 	Name:  	Philip Ashbrook 	 
	 	 	Title:  	Head of Structured Finance, London 	 
	 



 








 











	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 
	 
	 	NAME OF INSTITUTION: 

	 
	 	Skandinaviska Enskilda Banken AB (publ) 



	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	/s/
Egil Aarrestad	 
	 	 	Name:  	Egil Aarrestad	 
	 	 	Title:  	Senior Client Executive	 
	 



Simon
Wakefield

Global Head of Acquisition Finance


 









 











	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 
	 
	 	NAME OF INSTITUTION:



 	 
	 	[LENDER]



	 
	 	By:  	/s/
Simon Booth 	 
	 	 	Name:  	Simon Booth	 
	 	 	Title:  	Managing Director 	 
	 	 	Citibank N.A.	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 












SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


NAME OF
INSTITUTION:


	 	 	 	 	 
	 	DnB NOR Bank ASA



 	 
	 	By:  	/s/
Nikolai A. Nachamkin	 
	 	 	Name:  	Nikolai A. Nachamkin	 
	 	 	Title:  	Senior Vice President	 
	 	 	 
	 	By:  	/s/
Giacomo Landi	 
	 	 	Name:  	Giacomo Landi	 
	 	 	Title:  	Senior Vice President	 
	 




 









 














	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 
	 
	 	NAME OF INSTITUTION:

 

FORTIS CAPITAL CORP.
	 
	 
	 	By:  	/s/
K. De Lathouwer	 
	 	 	Name:  	K. De Lathouwer	 
	 	 	Title:  	Director	 
	 	 	 
	 	By:  	/s/
Kevin O’Hara	 
	 	 	Name:  	Kevin O’Hara	 
	 	 	Title:  	Director	 
	 




 









 






	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 
	 
	 	NAME OF INSTITUTION:	 
	 
	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION
	 
	 
	 	By:  	/s/ WILLIAM GINN	 
	 	 	Name:  	WILLIAM GINN	 
	 	 	Title:  	EXECUTIVE DIRECTOR	 





 









 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 
	 
	 	NAME OF INSTITUTION:	 
	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC
	 
	 
	 	By:  	/s/ Adrian Meadows	 
	 	 	Name:  	Adrian Meadows	 
	 	 	Title:  	Director, Transaction & Portfolio Management	 





 









 







	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST
AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME
SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 
	 
	 	NAME OF INSTITUTION:	 
	 
	 	 	 	 	 
	 	ALLIANCE & LEICESTER COMMERCIAL FINANCE PLC
	 
	 
	 	By:  	/s/ Mark McCarthy	 
	 	 	Name:  	Mark McCarthy	 
	 	 	Title:  	Head of Shipping	 
	 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 









 





SCHEDULE XIII




Additional Mortgaged Vessels




	 	 	 	 	 	 	 	 	 	 	 
	Vessel	 	Design	 	Deadweight	 	Year Built	 	Official #	 	Owner
	Stena Victory
	 	VLCC
	 	314,000
	 	2001
	 	9205093
	 	Victory Ltd.
	 	 	 	 	 	 	 	 	 	 	 
	Stena Vision
	 	VLCC
	 	314,000
	 	2001
	 	9205081
	 	Vision Ltd.
	 	 	 	 	 	 	 	 	 	 	 
	Stena Companion
	 	Panamax
	 	72,000
	 	2004
	 	9255933
	 	Companion Ltd.
	 	 	 	 	 	 	 	 	 	 	 
	Stena Compatriot
	 	Panamax
	 	72,000
	 	2004
	 	9255945
	 	Compatriot Ltd.
	 	 	 	 	 	 	 	 	 	 	 
	Stena Concord
	 	Handymax
	 	47,400
	 	2004
	 	9399923
	 	Concord Ltd.
	 	 	 	 	 	 	 	 	 	 	 
	Stena Consul
	 	Handymax
	 	47,400
	 	2004
	 	9258612
	 	Consul Ltd.
	 	 	 	 	 	 	 	 	 	 	 
	Stena Concept
	 	Handymax
	 	47,400
	 	2005
	 	9272204
	 	Concept Ltd.
	 	 	 	 	 	 	 	 	 	 	 
	Stena Contest
	 	Handymax
	 	47,400
	 	2005
	 	9272199
	 	Contest Ltd.
	 	 	 	 	 	 	 	 	 	 	 
	Genmar Electra
	 	Aframax
	 	104,000
	 	2002
	 	9233313
	 	GMR Electra LLC