**Exhibit2.16**

** **

**REORGANIZATIONAGREEMENT**

 

THISREORGANIZATION AGREEMENT (the “Agreement”) is made and entered into as of the9th day of September, 2002, by and among General Maritime Corporation (“GMR”),General Maritime Management Ltd. (“GMM”), GMR Administration Corp. (“GMR Admin”),each a Marshall Islands corporations, and each of the seven (7) MarshallIslands corporation set forth on Schedule D herto (individually a “GPCo” andcollectively the “GPCos”).

 

RECITALS

 

WHEREAS,GMR owns 100% of each of the seven GPCos, each of which is the managing generalpartner to one of the seven (7) Cayman Islands limited partnerships set forthon Schedule A hereto (collectively the “Cayman Island Partnerships”), and 100%of GMC Administration Ltd. (“Cayman Administration”), a Cayman Islands limitedcompany that serves as the administrative general partner to the Cayman IslandsPartnerships;

 

WHEREAS,GMR owns (i) 100% of each of three (3) Cayman Islands shipowningcorporations set forth on Schedule B, (ii) 99% of each of Genmar Kentucky Ltd.and Genmar West Virginia Ltd., each a Maltese shipowning company, (the “MalteseShipcos”), (iii) 100% of Genmar Malta Ltd., a Marshall Islands corporation,that owns the remaining 1% share interest in Genmar Kentucky Ltd. and Genmar WestVirginia Ltd., (iv) 100% of United Overseas Tankers Ltd., a Liberiancorporation (“UOT”), and (v) 100% of GMM.

 

WHEREAS,GMM, a wholly-owned subsidiary of GMR, owns (i) 100% of the issued andoutstanding shares of the six (6) Liberian shipowning corporations and the two(2) Marshall Islands shipowning corporations set forth on Schedule B hereto,(ii) 99% of the issued and outstanding shares of the Maltese shipowning companyGenmar Trader Ltd., (collectively, the shipowning corporations listed in (i) and(ii) are the “GMM Shipcos”) and (iii) 100% of Genmar Trader (Liberia) Ltd., aLiberian corporation that owns the remaining 1% interest in Genmar Trader Ltd.;

 

WHEREAS,the Cayman Islands Partnerships, of which GMR is the sole limited partner ofeach, own all of the issued and outstanding shares of the Cayman Islandsshipowning companies set forth on Schedule B hereto, which, together withGenmar Alexandra Ltd., Genmar Hector Ltd., and Genmar Pericles Ltd., each aCayman Islands company wholly-owned by GMR as set forth on Schedule B hereto(collectively the “Cayman Islands Shipcos” and together with the MalteseShipcos and the GMM Shipcos, the “Shipcos”);

 

WHEREAS,GMR Admin is a newly formed Marshall Islands corporation wholly-owned by GMRthat was formed for the purpose of facilitating the reorganization set forthherein (the “Reorganization”);

 

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WHEREAS,GMR, GMR Admin, GMM, and each of the Cayman Islands Partnerships wish torestructure the holdings of the Shipcos as set forth herein and to eliminatethe complexity and redundancies in the current structure;

 

WHEREAS, as a result ofthe Reorganization and in the manner set forth in more detail below, (i) GMMwill convert from a Marshall Islands corporation into a Marshall Islandslimited liability company whose sole member will be GMR, (ii) each of the GMMShipcos organized in Liberia will become a Liberian limited liability companywhose sole member will be GMR, (iii) each of the Cayman Islands Shipcos thatcurrently owns a Liberian registered vessel will become a Liberian limitedliability company whose sole member will be GMR Admin, (iv) each of the GMMShipcos organized in the Marshall Islands will become a Marshall Islandslimited liability company whose sole member will be GMR, (v) each of the CaymanIslands Shipcos that currently owns a Marshall Islands registered vessel willbecome a Marshall Islands limited liability company whose sole member will beGMR Admin, (vi) Genmar Trader (Liberia) Ltd. will merge with and into aLiberian limited liability company whose sole member will be GMR, (vii) GenmarTrader Ltd. will become 99% owned by GMR and 1% owned by the Liberian limitedliability company into which Genmar Trader (Liberia) Ltd. will merge, (viii)Genmar Malta Ltd. will convert from a Marshall Islands corporation into aMarshall Islands limited liability company whose sole member will be GMR Admin,(ix) UOT will become a wholly-owned subsidiary of GMM and (x) each GPCo, eachCayman Islands Partnership and Cayman Administration shall be liquidated anddissolved; and

 

WHEREAS,upon the completion of the Reorganization, each of the GMM Shipcos will be aMarshall Islands or Liberian limited liability company whose sole member is GMRand each of the Cayman Islands Shipcos will be a Marshall Islands or Liberianlimited liability company whose sole member is GMR Admin and each such limitedliability company separately will enter into a new commercial and shipmanagement agreement with GMM.

 

NOW,THEREFORE, in consideration of the mutual covenants herein contained, and forsuch other good and valuable consideration, the receipt of which is herebyacknowledged, the parties hereto hereby agree as follows:

 

AGREEMENT

 

ARTICLE I

# Closings

 

## 1.1                       Closing.  The transactions contemplated by thisAgreement shall take place at one or more closings, the place and timings ofwhich shall be determined by GMR and which shall be referred to herein, whetherindividually or collectively, as the Closing.

 

ARTICLE II

# ClosingTransactions

 

At or immediately prior to the Closing, the followingtransactions will occur:

 

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## 2.1                       Formationof and Distributions to GMR Admin. For the purposes of the Reorganization and prior to the Closing, GMRshall cause GMR Admin to be formed as a Marshall Islands corporation.  Immediately prior to the Closing, in exchangefor stock of GMR Admin, (i) GMR will deliver to GMR Admin, subject to thePermitted Lien (as defined in Section 2.13), share certificates evidencing 100%of the issued and outstanding shares of Cayman Administration and certificatesevidencing 100% of GMR’s limited partnership interest in each of the CaymanIslands Partnerships, and (ii) the respective GPCo of each Cayman IslandsPartnership will deliver to GMR Admin, subject to the Permitted Lien,certificates evidencing its general partnership interest in the respectiveCayman Islands Partnership.  In addition,GMR will deliver to GMR Admin, subject to the Permitted Lien, sharecertificates evidencing (i) 100% of the issued and outstanding shares ofGenmar Malta Ltd., (ii) 100% of the issued and outstanding shares of eachof Genmar Alexandra Ltd., Genmar Hector Ltd. and Genmar Pericles Ltd. and,(iii) 99% of the issued and outstanding shares of each of Genmar KentuckyLtd. and Genmar West Virginia Ltd.

 

## 2.2                       Distributionof GMM subsidiaries to GMR.* *Immediately prior to the Closing,share certificates evidencing 100% of the issued and outstanding shares of eachof the vessel owning corporations owned by GMM and 100% of Genmar Trader (Liberia)Ltd. will be delivered, subject to the Permitted Lien, to GMR by GMM.

 

## 2.3                       Dissolutionof GPCos.  Immediately after thecontribution of its general partnership interest in the respective CaymanIslands Partnership to GMR Admin in exchange for GMR Admin stock (pursuant toSection 2.1), each GPCo will be dissolved according to a plan of liquidation(as described in Section 2.8) and its assets distributed to GMR as its soleshareholder.

 

## 2.4                       De-registrationof Cayman Islands Shipcos and Redomiciliation or Redomestication in Liberia orMarshall Islands.

###  

### a.                                       EachCayman Islands Shipco that currently owns a vessel registered in Liberia, asset forth on Schedule C hereto, shall be “de-registered” as a CaymanIslands limited company and “redomiciled” as a Liberian corporation (uponapproval by a Special Resolution of such Cayman Island Shipcos’ soleshareholder) by filing an Affidavit in Support of an Application to Transferwith the Cayman Islands Registrar of Companies. Upon approval by the Cayman Islands Registrar of Companies, each suchcompany shall file with the Liberian Office of the Registrar (i) a Certificateof Redomiciliation, (ii) a copy of the Special Resolution approving of there-domiciliation, (iii) a certificate of good standing in the Cayman Islands,(iv) evidence that no proceedings for insolvency have been commenced againstthe corporation in the Cayman Islands, and (v) Articles of Incorporation of theLiberian corporation.  The new Liberiancorporation will then be merged into the Liberian limited liability company setforth opposite the relevant Cayman Islands Shipco’s name on Schedule C heretoin the manner described in Section 2.9(a) below;

 

b.                                      EachCayman Islands Shipco that currently owns a vessel registered in the MarshallIslands, as set forth on Schedule C hereto, shall be “de-registered” as aCayman Islands limited company and “domesticated” as a Marshall Islandscorporation 

 

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(upon approval bya Special Resolution of such Cayman Island Shipcos’ sole shareholder) by filingan Affidavit in Support of an Application to Transfer with the Cayman IslandsRegistrar of Companies.  Upon approval bythe Cayman Islands Registrar of Companies, each such company shall file withthe Marshall Islands Registrar of Corporations (i) Articles of Domestication,(ii) a copy of the original Cayman Islands Articles of Association of thecompany, (iii) Amended Articles of Incorporation in conformity with the laws ofthe Marshall Islands, (iv) evidence of corporate existence, and (v) acceptanceof appointment by the corporation’s registered agent in the MarshallIslands.  The new Marshall Islandscorporation will then be converted into the Marshall Islands limited liabilitycompany set forth opposite the relevant Cayman Islands Shipco’s name onSchedule C hereto in the manner described in Section 2.9(c) below;

 

## 2.5                       Dissolutionof Cayman Islands Partnerships and Distribution of Cayman Islands Shipcos toGMR Admin. Immediately after the deregistration and redomiciliation orredomestication of the Cayman Islands Shipcos, Cayman Administration willdistribute to GMR Admin its general partnership interests in the Cayman IslandsPartnerships, causing the dissolution of each of the Cayman IslandsPartnerships and the distribution, subject to the Permitted Lien, of sharecertificates evidencing 100% of the issued and outstanding stock of each of thevessel owning corporations owned by one of the Cayman Islands Partnerships toGMR Admin.  In the final step of theReorganization, Cayman Administration will be dissolved according to its planof liquidation.

 

## 2.6                       Liquidationof Entities.  Immediately prior tothe Closing, (i) each of the GPCos, (ii) each of the Cayman Partnerships and(iii) Cayman Administration shall adopt a plan of liquidation providing for theliquidating distribution at the Closing of all of their respective assets andliabilities to GMR Admin pursuant to such plan of liquidation.

 

## 2.7                       Conversionor Merger of Shipcos.  Each of theShipcos shall ultimately be converted or merged, as dictated by the laws of therelevant jurisdiction, into a limited liability company organized in thejurisdiction in which the vessel owned by such Shipco is registered, asfollows:

 

### a.                                       EachGMM Shipco organized in Liberia and each Shipco re-domiciled into Liberia (eacha “Liberian Shipco”) shall merge with and into the Liberian limited liabilitycompany set forth opposite such Liberian Shipco’s name on Schedule Chereto, by executing an Agreement of Merger with such Liberian limitedliability company, and filing a duly acknowledged Certificate of Merger intothe newly-formed limited liability company, which, in turn, shall concurrentlyfile a duly acknowledged Certificate of Formation, each with the LiberianOffice of the Registrar;

 

### b.                                      EachGMM Shipco organized in the Marshall Islands (a “Marshall Islands Shipco”)shall merge into the newly-established Marshall Islands limited liabilitycompany as set forth opposite such Marshall Islands Shipco’s name onSchedule C hereto, by executing an Agreement of Merger with such MarshallIslands limited liability company and filing a duly acknowledged Certificate ofMerger into the newly-formed limited liability company, which, in turn, shallhave prior thereto filed a duly 

 

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### acknowledgedCertificate of Formation, each with the Marshall Islands Registrar ofCorporations;

 

### c.                                       EachShipco newly re-domesticated in the Marshall Islands will be converted into theMarshall Islands limited liability company set forth opposite the relevantCayman Islands Shipco’s name on Schedule C hereto by filing a duly acknowledgedCertificate of Conversion with and into such Marshall Islands limited liabilitycompany which, in turn, shall concurrently file a duly acknowledged Certificateof Formation, each with the Marshall Islands Registrar of Corporations;

 

### d.                                      Effectiveas of the filings listed above, the issued and outstanding capital stock of thenon-surviving GMM Shipco and redomicilied or re-domesticated Cayman IslandsShipcos owned of record by GMR or GMR Admin as sole shareholder shall beconsidered to be redeemed and cancelled and of no further force and effect.

 

## 2.8                       Contributionof the Shares to GMM.  At theClosing, subsequent to the conversion of GMM into its Marshall Islands limitedliability counterpart pursuant to Section 2.11(b) of this Agreement, sharecertificates evidencing 100% of the issued and outstanding shares of UOT, freeand clear of any lien, pledge, claim, security interest, encumbrance or charge,other than the Permitted Lien, shall be transferred from GMR to GMM.

 

## 2.9                       Conversionor Merger of Genmar Trader (Liberia) Ltd., Genmar Malta Ltd. and GMM.  

 

### a.                                       GenmarTrader (Liberia) Ltd. shall merge with and into a newly-established Liberianlimited liability company by executing an Agreement of Merger with GMR Trader(Liberia) LLC, and filing a duly acknowledged Certificate of Merger into GMRTrader (Liberia) LLC, which, in turn, shall concurrently file a dulyacknowledged Certificate of Formation, each with the Liberian Office of theRegistrar;

 

### b.                                      GenmarMalta Ltd. shall convert from a Marshall Islands corporation to a newly-formedMarshall Islands limited liability company by filing a duly acknowledgedCertificate of Conversion into GMR Malta LLC, which shall, in turn,concurrently file a duly acknowledged Certificate of Formation, each with theMarshall Islands Registrar of Corporations;

 

### c.                                       GMMshall merge with and into a newly-formed Marshall Islands limited liabilitycompany by executing an Agreement of Merger with such Marshall Islands limitedliability company and filing a duly acknowledged Certificate of Merger intoGeneral Maritime Management LLC, which shall, in turn, have filed prior theretoa duly acknowledged Certificate of Formation with the Marshall IslandsRegistrar of Corporations; and

 

### d.                                      Effectiveas of the filings listed above, the issued and outstanding capital stock of thenon-surviving corporation owned of record by GMR or GMR Admin as soleshareholder shall be considered to be redeemed and cancelled and of no furtherforce and effect.

 

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## 2.10                 Preservationof Lenders’ Rights.  Upon theconversion or merger of each Shipco, Genmar Trader (Liberia) Ltd., Genmar MaltaLtd. and GMM into either a Marshall Islands or Liberian limited liabilitycompany, the surviving or resulting limited liability company shall assume theobligations of its predecessor corporation. The limited liability company interests of each limited liabilitycompany shall be pledged to Nordea, as collateral agent, upon the terms andconditions of a pledge and security agreement executed pursuant to the creditagreement dated June 27, 2001 (the “June 27 Credit Agreement”) or the creditagreement dated June 12, 2001 (the “June 12 Credit Agreement”), as the case maybe (collectively the “Pledge and Security Agreements”).  The parties to the Pledge and SecurityAgreements and the limited liability companies formed or to be formed inconnection with the transactions contemplated herein shall execute such otherdocuments, certificates or agreements as Nordea may reasonably require topreserve its presently existing rights under the Pledge and SecurityAgreements.

 

## 2.11                 PermittedLien.  The “Permitted Lien” shallmean the pledge in favor of Nordea Bank Norge ASA, New York Branch (formerlyknown as Christiania Bank og Kreditkasse ASA, New York Branch) (“Nordea”) ascollateral agent under the Pledge and Security Agreements by and among GMR, asborrower, Nordea and certain lenders, will be delivered to GMR Admin by GMM,GMR, or by the relevant Cayman Islands Partnership, as the case may be.

 

## 2.12                 Commercialand Ship Management Agreements.  EachLiberian or Marshall Islands limited liability company into which a GMM orCayman Islands Shipco has ultimately merged or converted will enter into awritten commercial and ship management agreement with GMM, and GMM, in turn,will subcontract certain technical management functions to UOT.  The Maltese Shipcos shall maintain theirexisting commercial and ship management contract with GMM.

 

ARTICLE III

# Representationsand Warranties of GMR

 

GMRrepresents and warrants to GMR Admin, GMM and each of the Cayman IslandsPartnerships, as of the date hereof and as of the Closing, that:

 

## 3.1                       Capacity;Authority; Validity.  GMR is dulyincorporated and validly existing under the laws of the Marshall Islands; GMRhas all necessary capacity, power and authority to enter into this Agreementand to perform all the obligations to be performed by GMR hereunder; thisAgreement and the consummation by GMR of the transactions contemplated herebyhas been duly and validly authorized by all necessary action of GMR; thisAgreement has been duly executed and delivered by GMR; and assuming the dueexecution and delivery of this Agreement by GMM, GMR Admin and each of theCayman Islands Partnerships, this Agreement constitutes the legal, valid andbinding obligation of GMR enforceable against GMR in accordance with its terms.

 

## 3.2                       NoViolation of Law or Agreement.  Neitherthe execution and delivery of this Agreement by GMR, nor the consummation ofthe transactions contemplated hereby by GMR, will 

 

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## violate any judgment, order, writ, decree, law, ruleor regulation or agreement applicable to GMR.

 

## 3.3                       Ownershipof GMM.  GMR is presently the soleowner of the issued and outstanding shares of the GPCos, Cayman Administration,the Maltese Shipcos, Genmar Alexandra Ltd., Genmar Hector Ltd., Genmar PeridesLtd., Genmar Malta, Ltd. and GMM, free and clear of any lien, pledge, claim,security interest, encumbrance or charge, other than the Permitted Lien, and isalso the sole limited partner in each of the Cayman Islands Partnerships.

 

## 3.4                       Ownershipof GMR Admin.  Prior to the Closing,GMR shall be the sole owner of the issued and outstanding shares of GMR Admin,free and clear of any lien, pledge, claim, security interest, encumbrance orcharge, other than the Permitted Lien.

 

## 3.5                       RequiredCorporate Approvals and Authorities. GMR shall arrange for all such corporate and shareholder approvals asmay be necessary to implement the restructurings contemplated by thisagreement.

 

## 3.6                       RequiredConsents.  All consents with respectto the actions to be taken under this Agreement have been obtained from Nordea.

 

ARTICLE IV

# Representationsand Warranties of GMM

 

GMMhereby represents and warrants to GMR, GMR Admin, and each of the CaymanIslands Partnerships, as of the date hereof and as the Closing, that:

 

## 4.1                       Capacity;Authority; Validity.  GMM is dulyincorporated and validly existing under the laws of the Marshall Islands; GMMhas all necessary capacity, power and authority to enter into this Agreementand to perform all the obligations to be performed by GMM hereunder; thisAgreement and the consummation by GMM of the transactions contemplated herebyhas been duly and validly authorized by all necessary actions of GMM; thisAgreement has been duly executed and delivered by GMM; and assuming the dueexecution and delivery of this Agreement by GMR, GMR Admin and each of theCayman Islands Partnerships, this Agreement constitutes the legal, valid andbinding obligation of GMM enforceable against GMM in accordance with its terms.

 

## 4.2                       NoViolation of Law or Agreement. Neither the execution and delivery of this Agreement by GMM, nor theconsummation of the transactions contemplated hereby by GMM, will violate anyjudgment, order, writ, decree, law, rule or regulation or agreement applicableto GMM.

 

## 4.3                       Ownershipof Shipcos, Genmar Trader (Liberia) Ltd., Genmar Trader Ltd.  GMM is presently the sole owner of itsrespective Shipcos listed on Schedule B and of Genmar Trader (Liberia) Ltd.,and the owner of 99% of Genmar Trader Ltd., free and clear of any lien, pledge,claim, security interest, encumbrance or charge, other than the Permitted Lien.

 

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## 4.4                       RequiredCorporate Approvals and Authorities. GMM shall arrange for all such corporate and shareholder approvals asmay be necessary to implement the restructurings contemplated by thisagreement.

 

## 4.5                       RequiredConsents.  All consents with respectto the actions to be taken under this Agreement have been obtained.

 

ARTICLE V

# Representationsand Warranties of the Cayman Islands Partnerships

 

Eachof the Cayman Islands Partnerships hereby represents and warrants to GMR, GMRAdmin, and GMM, as of the date hereof and as of the Closing, that:

 

## 5.1                       Capacity;Authority; Validity.  Each of theCayman Islands Partnerships is duly formed and validly existing under the lawsof the Cayman Islands; each of the Cayman Islands Partnerships has allnecessary capacity, power and authority to enter into this Agreement and toperform all the obligations to be performed by each Cayman Islands Partnershiphereunder; this Agreement and the consummation by each of the Cayman IslandsPartnerships of the transactions contemplated hereby has been duly and validlyauthorized by all necessary action of each of the Cayman Islands Partnerships;this Agreement has been duly executed and delivered each of the Cayman IslandsPartnerships and assuming the due execution and delivery of this Agreement byGMR, GMR Admin, and GMM, this Agreement constitutes the legal, valid andbinding obligation of each of the Cayman Islands Partnerships and isenforceable against each of the Cayman Islands Partnerships in accordance withits terms.

 

## 5.2                       NoViolation of Law or Agreement. Neither the execution and delivery of this Agreement by any of theCayman Islands Partnerships, nor the consummation of the transactionscontemplated hereby by any of the Cayman Islands Partnerships, will violate anyjudgment, order, writ, decree, law, rule or regulation or agreement applicableto any of the Cayman Islands Partnerships.

 

## 5.3                       Ownershipof Shipcos.  Each of the CaymanIslands Partnerships is presently the sole owner of the capital shares of itsrespective Shipco or Shipcos listed on Schedule B, free and clear of any lien,pledge, claim, security interest, encumbrance or charge, other than thePermitted Lien.

 

## 5.4                       RequiredCorporate Approvals and Authorities. Each of the Cayman Islands Partnerships shall arrange for all suchcorporate and partner approvals as may be necessary to implement therestructurings contemplated by this agreement.

 

## 5.5                       RequiredConsents.  All consents with respectto the actions to be taken under this Agreement have been obtained.

 

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ARTICLE VI

# Representationsand Warranties of GMR Admin.

 

GMRAdmin hereby represents and warrants to GMR, GMM and each of the Cayman IslandsPartnerships, as of the date hereof and as of the Closing, that:

 

## 6.1                       Capacity;Authority; Validity.  GMR Admin isduly incorporated and validly existing under the laws of the Marshall Islands;GMR Admin has all necessary capacity, power and authority to enter into thisAgreement and to perform all the obligations to be performed by GMR Adminhereunder; this Agreement and the consummation by GMR Admin of the transactionscontemplated hereby has been duly and validly authorized by all necessaryaction of GMR Admin; this Agreement has been duly executed and delivered by GMRAdmin; and assuming the due execution and delivery of this Agreement by GMR,GMM and each of the Cayman Islands Partnerships, this Agreement constitutes thelegal, valid and binding obligation of GMR Admin enforceable against GMR Adminin accordance with its terms.

 

## 6.2                       NoViolation of Law or Agreement. Neither the execution and delivery of this Agreement by GMR Admin northe consummation of the transactions contemplated hereby by GMR Admin willviolate any judgment, order, writ, decree, law, rule or regulation or agreementapplicable to GMR Admin.

 

## 6.3                       RequiredCorporate Approvals and Authorities. GMR Admin shall arrange for all such corporate and shareholder approvalsas may be necessary to implement the restructurings contemplated by thisagreement.

 

## 6.4                       RequiredConsents.  All consents with respectto the actions to be taken under this Agreement have been obtained.

 

ARTICLE VII

# CertainU.S. Tax Matters

 

## 7.1                       CertainTax Elections.  GMR or GMR Adminshall take all necessary actions, including, without limitation, to the extentnecessary, the filing of United States Internal Revenue Service Form 8832 (orany successor form), in order that (i) each Liberian and Marshall Islandslimited liability company into which each GMM or Cayman Islands Shipco andGenmar Trader (Liberia) Ltd. is to become pursuant to Article II of thisAgreement; (ii) the Marshall Islands limited liability company into whichGMM is to convert pursuant to Section 2.7(c) of this Agreement; and(iii) Genmar Trader Ltd., Genmar Kentucky Ltd., Genmar West Virginia Ltd.,and Genmar Malta Ltd., have timely elected to be treated as entitiesdisregarded from their respective owners under Section 7701 of the UnitedStates Internal Revenue Code of 1986, as amended (the “Code”).

 

## 7.2                       Planof Liquidation.  Upon GMM or GMRAdmin becoming the sole shareholder of each GMM or Cayman Islands Shipco andprior to (a) the proposed merger of each Liberian Shipco (including theLiberian Shipcos re-domiciled from the Cayman Islands) and Genmar Trader(Liberia) Ltd. into its respective Liberian check-the-box disregarded limitedliability company counterpart at the applicable Closing; and (b) theproposed merger or conversion of GMM and each Marshall Islands Shipco(including the Marshall 

 

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## Islands Shipcos redomesticated from the CaymanIslands, but excluding Genmar Leonidas Ltd. and Genmar Nestor Ltd.) into itsrespective Marshall Islands check-the-box disregarded limited liability companycounterpart at the applicable Closing, GMR or GMR Admin, as the case may be,shall adopt a plan of liquidation authorizing each of the foregoingliquidations in accordance with Code Section 332.

 

## 7.3                       Conversionof GMM’s Marshall Islands Shipcos. Genmar Leonidas Ltd. and Genmar NestorLtd. have validly and timely made a check-the-box election under the applicableregulations of Code Section 7701 to be disregarded as entities separate fromGMM.  Therefore, it is intended that theultimate merger of Genmar Leonidas Ltd. and Genmar Nestor Ltd. into theirMarshall Islands limited liability company counterparts subsequent to GMRbecoming their sole shareholder shall merely be treated as the consolidation oftwo branches or divisions of GMR.

 

ARTICLE VIII

# Miscellaneous

 

## 8.1                       Notices.  All notices and other communications by GMR,GMR Admin, GMM, or the Cayman Islands Partnerships hereunder shall be inwriting to the other parties and shall be deemed to have been duly given whendelivered in person or by an overnight courier service, or sent via facsimiletransmission and verification received, or when posted by a national postalservice, registered or certified mail, with postage prepaid, at the address setforth on the signature page hereto or to such other addresses as a party mayfrom time to time designate to the other parties by written notice thereof,effective only upon actual receipt.

 

## 8.2                       EntireAgreement.  This Agreementconstitutes the entire agreement by the parties hereto and supersedes any otheragreement, whether written or oral, that may have been made or entered intobetween them relating to the matters contemplated hereby.

 

## 8.3                       Amendmentsand Waivers.  This Agreement may beamended, modified, superseded, or canceled, and any of the terms,representations, warranties or covenants hereof may be waived, only by writteninstrument executed by all of the parties hereto or, in the case of a waiver,by the party waiving compliance.

 

## 8.4                       Captions;Counterparts, Execution.  Thecaptions in this Agreement are for convenience only and shall not be considereda part of or affect the construction or interpretation of any provision of thisAgreement.  This Agreement may beexecuted in one or more counterparts, each of which shall be an original, butall of which together shall constitute one and the same instrument.

 

## 8.5                       GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the State of New Yorkwithout regard to conflicts of laws principles thereof.

 

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INWITNESS WHEREOF, GMR, GMR Admin, GMM and the Cayman Islands Partnerships havecaused this Agreement to be duly executed as of the date first above written.

 
|   |   | GENERAL MARITIME  CORPORATION     |                                           |   |
|--------|--------|-----------------------------------|------------------------------------------------|--------|
|   |   |                              |                                           |   |
|   |   |                              |                                           |   |
|   |   | By:                               |   /s/ Peter C. Georgiopoulos         |   |   |   |
|   |   |                              | Name: Peter C.  Georgiopoulos                  |   |   |
|   |   |                              | Title: Chief Executive  Officer & Director |   |   |
|   |   |                              |                                           |   |   |
|   |   | Address:                          | 35 West 56th  Street                           |   |   |
|   |   |                              | New York, New York  10019                      |   |   |
|   |   |                              |                                           |   |
|   |   | GENERAL MARITIME  MANAGEMENT LTD. |                                           |   |
|   |   |                              |                                           |   |
|   |   |                              |                                           |   |
|   |   | By:                               |   /s/ John  Tavlarios                |   |   |   |
|   |   |                              | Name: John Tavlarios                           |   |   |
|   |   |                              | Title: Chief Operating  Officer & Director |   |   |
|   |   |                              |                                           |   |   |
|   |   | Address:                          | 35 West 56th  Street                           |   |   |
|   |   |                              | New York, New York  10019                      |   |   |
|   |   |                              |                                           |   |
|   |   | GMR ADMINISTRATION  CORPORATION   |                                           |   |
|   |   |                              |                                           |   |
|   |   |                              |                                           |   |
|   |   | By:                               |   /s/ James  C. Christodoulou        |   |   |   |
|   |   |                              | Name: James C.  Christodoulou                  |   |   |
|   |   |                              | Title: Vice President  & Director          |   |   |
|   |   |                              |                                           |   |   |
|   |   | Address:                          | 35 West 56th  Street                           |   |   |
|   |   |                              | New York, New York  10019                      |   |   |
|   |   |                              |                                           |   |   |
|   |   |                              |                                           |   |
|   |   | AJAX LIMITED  PARTNERSHIP         |                                           |   |
|   |   | By: Genmar Ajax  Corporation      |                                           |   |
|   |   | its Managing General  Partner,    |                                           |   |
|   |   |                              |                                           |   |
|   |   |                              |                                           |   |
|   |   | By:                               |   /s/ Peter C. Georgiopoulos         |   |   |   |
|   |   | Name: Peter C. Georgiopoulos      |                                           |   |
|   |   | Title: Director                   |                                           |   |
|   |   |                              |                                           |   |
|   |   |                              |                                           |   |
|   |   | AJAX II, L.P.                     |                                           |   |
|   |   | By: Genmar Ajax II  Corporation   |                                           |   |
|        |        |                                   |                                                |        |  |  |  |  |  |  |  |  |  |  |  |  |

 

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|   |   | its Managing General  Partner,      |                                   |   |
|--------|--------|-------------------------------------|----------------------------------------|--------|
|   |   |                                |                                   |   |
|   |   |                                |                                   |   |
|   |   | By                                  |   /s/ Peter C. Georgiopoulos |   |   |   |
|   |   | Name: Peter C. Georgiopoulos        |                                   |   |
|   |   | Title: Director                     |                                   |   |
|   |   |                                |                                   |   |
|   |   |                                |                                   |   |
|   |   | BOSS L.P.                           |                                   |   |
|   |   | By: Genmar Boss  Corporation        |                                   |   |
|   |   | its Managing General  Partner,      |                                   |   |
|   |   |                                |                                   |   |
|   |   |                                |                                   |   |
|   |   | By                                  |   /s/ Peter C. Georgiopoulos |   |   |   |
|   |   | Name: Peter C. Georgiopoulos        |                                   |   |
|   |   | Title: Director                     |                                   |   |
|   |   |                                |                                   |   |
|   |   |                                |                                   |   |
|   |   | GENERAL MARITIME I,  L.P.           |                                   |   |
|   |   | By: Genmar Maritime I  Corporation  |                                   |   |
|   |   | its Managing General  Partner,      |                                   |   |
|   |   |                                |                                   |   |
|   |   |                                |                                   |   |
|   |   | By                                  |   /s/ Peter C. Georgiopoulos |   |   |   |
|   |   | Name: Peter C. Georgiopoulos        |                                   |   |
|   |   | Title: Director                     |                                   |   |
|   |   |                                |                                   |   |
|   |   |                                |                                   |   |
|   |   | GENERAL MARITIME II,  L.P.          |                                   |   |
|   |   | By: Genmar Maritime II  Corporation |                                   |   |
|   |   | its Managing General  Partner,      |                                   |   |
|   |   |                                |                                   |   |
|   |   |                                |                                   |   |
|   |   | By                                  |   /s/ Peter C. Georgiopoulos |   |   |   |
|   |   | Name: Peter C. Georgiopoulos        |                                   |   |
|   |   | Title: Director                     |                                   |   |
|   |   |                                |                                   |   |
|   |   |                                |                                   |   |
|   |   | HARRIET L.P.                        |                                   |   |
|   |   | By: Genmar Harriet  Corporation     |                                   |   |
|   |   | its Managing General  Partner,      |                                   |   |
|   |   |                                |                                   |   |
|   |   |                                |                                   |   |
|   |   | By                                  |   /s/ Peter C. Georgiopoulos |   |   |   |
|   |   | Name: Peter C. Georgiopoulos        |                                   |   |
|   |   | Title: Director                     |                                   |   |
|   |   |                                |                                   |   |
|   |   |                                |                                   |   |
|   |   | PACIFIC TANKSHIP L.P.               |                                   |   |
|   |   | By: Genmar Pacific  Corporation     |                                   |   |
|        |        |                                     |                                        |        |  |  |  |  |  |  |  |

 

12

----

 
|   |   | its Managing General  Partner, |                                   |   |
|--------|--------|--------------------------------|----------------------------------------|--------|
|   |   |                           |                                   |   |
|   |   |                           |                                   |   |
|   |   | By                             |   /s/ Peter C. Georgiopoulos |   |   |   |
|   |   | Name: Peter C. Georgiopoulos   |                                   |   |
|   |   | Title: Director                |                                   |   |
|        |        |                                |                                        |        |  |  |

 

13

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**ScheduleA**

 

Cayman IslandsPartnerships

 

Ajax Limited Partnership

Ajax II, L.P.

Boss L.P.

General Maritime I, L.P.

General Maritime II, L.P.

Harriet L.P.

Pacific Tankship L.P.

 

----

 

**ScheduleB**

 

Shipcos

 

GMM Shipcos(Liberia)

 

Genmar Challenger Ltd.

Genmar Champion Ltd.

Genmar Endurance Ltd.

Genmar Spirit Ltd.

Genmar Star Ltd.

Genmar Trust Ltd.

 

GMM Shipcos(Marshall Islands)

 

Genmar Leonidas Ltd.

Genmar Nestor Ltd.

 

Cayman IslandsShipcos wholly-owned by GMR

 

Genmar Alexandra Ltd.

Genmar Hector Ltd.

Genmar Pericles Ltd.

 

Cayman IslandsShipcos wholly owned by the Cayman Islands Partnerships

 

1.               AjaxLimited Partnership owns all the issued and outstanding shares of each of:

 

Genmar Agamemnon Limited

Genmar Ajax Limited

Genmar ConstantineLimited

Genmar Minotaur Limited

 

2.               AjaxII, L.P. owns all of the issued and outstanding shares of each of:

 

Genmar Gabriel Ltd.

Genmar Macedon Ltd.

Genmar Spartiate Ltd.

Genmar Zoe Ltd.

 

----

 

3.               BossL.P. owns all of the issued and outstanding shares of each of:

 

Boss Ltd.

Stavanger Sun Ltd.

 

4.               GeneralMaritime I, L.P. owns all of the issued and outstanding shares of Alta Ltd.

 

5.               GeneralMaritime II, L.P. owns all of the issued and outstanding shares of Nord Ltd.

 

6.               HarrietL.P. owns all the issued and outstanding shares of Harriet Ltd.

 

7.               PacificTankship L.P. owns all the issued and outstanding shares of Pacific TankshipLtd.

 

----

 

**ScheduleC**

 

New LimitedLiability Companies – GMR as Sole Member

 

| **Current GMM Shipco** | ** ** | **Liberian  LLC into which  Shipco will ultimately be merged** | ** ** |
|------------------------|------------|----------------------------------------------------------------|------------|
|                   |       |                                                           |       |
| Genmar Challenger Ltd. |       | GMR Challenger LLC                                             |       |
| Genmar Champion Ltd.   |       | GMR Champion LLC                                               |       |
| Genmar Endurance Ltd.  |       | GMR Endurance LLC                                              |       |
| Genmar Spirit Ltd.     |       | GMR Spirit LLC                                                 |       |
| Genmar Star Ltd.       |       | GMR Star LLC                                                   |       |
| Genmar Trust Ltd.      |       | GMR Trust LLC                                                  |       |

 

| **Current GMM Shipco** | ** ** | **Marshall  Islands LLC into which   Shipco will ultimately be merged** | ** ** |
|------------------------|------------|-------------------------------------------------------------------------|------------|
|                   |       |                                                                    |       |
| Genmar Leonidas Ltd.   |       | GMR Leonidas LLC                                                        |       |
| Genmar Nestor Ltd.     |       | GMR Nestor LLC                                                          |       |

 

New Limited LiabilityCompanies – GMR Admin as Sole Member

 

| **Current Cayman Islands   Shipco** | ** ** | **Liberian  LLC into which   Shipco will ultimately be merged** | ** ** |
|-------------------------------------|------------|-----------------------------------------------------------------|------------|
| ** **                          | ** ** | ** **                                                      | ** ** |
| Alta Ltd.                           |       | GMR Alta LLC                                                    |       |
| Genmar Agamemnon Limited            |       | GMR Agamemnon LLC                                               |       |
| Genmar Ajax Limited                 |       | GMR Ajax LLC                                                    |       |
| Genmar Constantine Limited          |       | GMR Constantine LLC                                             |       |
| Genmar Minotaur Limited             |       | GMR Minotaur LLC                                                |       |
| Harriet Ltd                         |       | GMR Harriet LLC                                                 |       |
| Nord Ltd.                           |       | GMR Commander LLC                                               |       |
| Pacific Tankship Ltd.               |       | GMR George LLC                                                  |       |

 

----

 

| **Current   Cayman Islands Shipco** | ** ** | **Marshall  Islands LLC into which   Shipco will ultimately be converted** | ** ** |
|-------------------------------------|------------|----------------------------------------------------------------------------|------------|
|                                |       |                                                                       |       |
| Genmar Alexandra Ltd.               |       | GMR Alexandra LLC                                                          |       |
| Boss Ltd.                           |       | GMR Boss LLC                                                               |       |
|                                |       |                                                                       |       |
| Genmar Gabriel Ltd.                 |       | GMR Gabriel LLC                                                            |       |
| Genmar Hector Ltd.                  |       | GMR Hector LLC                                                             |       |
| Genmar Macedon Ltd.                 |       | GMR Macedon LLC                                                            |       |
| Genmar Pericles Ltd.                |       | GMR Pericles LLC                                                           |       |
| Genmar Spartiate Ltd.               |       | GMR Spartiate LLC                                                          |       |
| Stavanger Sun Ltd.                  |       | GMR Sun LLC                                                                |       |
| Genmar Zoe Ltd.                     |       | GMR Zoe LLC                                                                |       |

 

2

----

 

**ScheduleD**

 

The GPCos

 

Genmar AjaxCorporation

Genmar Ajax IICorporation

Genmar BossCorporation

Genmar Maritime ICorporation

Genmar Maritime IICorporation

Genmar HarrietCorporation

Genmar PacificCorporation

 

----