exv10w1







Exhibit 10.1




	 	 	 	 	 
	 

	 	 	 	
	 
	 	 	 	 
	To:

	 	Arlington Tankers Ltd

Contest Ltd, Concept Ltd, Consul Ltd
	 	 
	 

	 	Concord Ltd, Compatriot Ltd, Companion Ltd

Victory Ltd and Vison Ltd

each of Hayward Building

22 Bermudian Road

Hamilton

HM11

Bermuda
	 	Global Banking & Markets

5-10 Great Tower Street

6th Floor

London EC3P 3HX 

Telephone: + 44 (0) 207 085 5000

Facsimile: + 44 (0) 207 085 7130

www.rbs.com/gbm
	 
	 	 	 	 
	 

	 	Fax No.: +1 441 292 4258 

Attn: Grant Gibbons	 	 
	 
	 	 	 	 
	cc:

	 	Arlington Tankers LLC 

191 Post Road 
Westport 

CT068 80 USA	 	 
	 
	 	 	 	 
	 

	 	Fax No.: +1 203 221 2763

Attn: Ed Terino	 	 






5 August 2008




Dear Sirs



Loan Agreement dated 12 December 2005 (the “Loan Agreement”) made between Arlington Tankers
Ltd as Borrower and The Royal Bank of Scotland plc as Lender relating to a loan facility of
US$229,500,000



You have advised us that you have entered into an exclusivity arrangement with General
Maritime Corporation (“GMC”) for the merger of the Borrower and GMC (the “Merger”) with
ownership of the combined entities split 27%:73% between the Borrower’s current shareholders
and the current shareholders of GMC respectively.



You have requested our approval to the Merger and to the Change of Control arising from the
Merger as required under Clause 19.1(k) of the Loan Agreement.



We write to record our consent to the Merger and the said Change of Control subject to the
following conditions: -





	1	 	confirmation by the Borrower and the Guarantors of the terms of this letter by the
Borrower and the Guarantors signing the acknowledgement at the foot of this letter and
returning the same to us by no later than 8 August 2008 together with such evidence as
we may require in relation to the due authorisation and execution by the Borrower and
the
Guarantors of this letter.
	 
	2	 	there is no further Change of Control following the implementation of the Merger without
our prior written consent.
	 
	3	 	with effect from the end of the current Interest Period (being 30 September 2008) the
Margin shall be increased to 1.25% per annum.
	 
	4	 	upon signing the acceptance of this letter below the Borrower shall pay to ourselves a
fee of US$344,250 (being 0.15% of the current outstanding amount of the Loan)
	 
	5	 	in the event that any prepayment of the Loan is made under Clause 7.5 of the Loan
Agreement within a 2 year period following the date of your signing the acceptance of

















 






	 	 	this letter below the Borrower shall pay to us on such prepayment a prepayment fee in
the amount of 1% of the amount prepaid (unless such prepayment fee is waived at our
absolute discretion).
	 
	6	 	the Borrower and the other relevant Security Parties shall enter into such
documentation
supplemental to the Loan Agreement and the other Finance Documents as the Lender
may reasonably require to modify the terms of the Loan Agreement and the other Finance
Documents to reflect the consequential changes to the Group upon the implementation of
the Merger.
	 
	7	 	the Borrower shall reimburse to us on demand all costs, fees and expenses and Taxes
thereon incurred by us in connection with the preparation and execution of this letter
and
in connection with the implementation of the supplemental documentation referred to at
6 above.




This letter shall constitute a Finance Document
for the purposes of the Loan Agreement.



Save for the amendments referred to in this
letter, the terms of the Loan Agreement and the
Finance Documents shall remain unchanged and in full force and effect.



Words and expressions defined in the Loan Agreement shall have the same meaning when used in
this letter.



The provisions of Clause 30 (law and jurisdiction) of the Loan Agreement shall apply to this
letter as if incorporated herein with the logical changes.




Yours faithfully




	 	 	 	 	 
	/s/ Christopher Patrick
 
for and on behalf of

	 	 
	 	 
	The Royal Bank of Scotland plc
	 	 	 	 





accepted and agreed this 25 day of September 2008




	 	 	 	 	 
	/s/ Edward Terino
 
for and on behalf of

Arlington Tankers Ltd

	 	 
	 	 
	 
	 	 	 	 
	/s/ Edward Terino
 
for and on behalf of

Contest Ltd

	 	 
	 	 
	 
	 	 	 	 
	/s/ Edward Terino
 
for and on behalf of

Concept Ltd

	 	 
	 	 
	 
	 	 	 	 





2









 






	 	 	 	 	 
	/s/ Edward Terino
 
for and on behalf of

Consul Ltd

	 	 
	 	 
	 
	 	 	 	 
	/s/ Edward Terino
 
for and on behalf of

Concord Ltd

	 	 
	 	 
	 
	 	 	 	 
	/s/ Edward Terino
 
for and on behalf of

Compatriot Ltd

	 	 
	 	 
	 
	 	 	 	 
	/s/ Edward Terino
 
for and on behalf of

Companion Ltd

	 	 
	 	 
	 
	 	 	 	 
	/s/ Edward Terino
 
for and on behalf of

Victory Ltd

	 	 
	 	 
	 
	 	 	 	 
	/s/ Edward Terino
 
for and on behalf of

Vision Ltd

	 	 
	 	 







3











 





	 	 	 
	 

	 	
	2 September 2008
	 	 
	


Arlington Tankers Ltd

Contest Ltd, Concept Ltd, Consul Ltd

Concord Ltd, Compatriot Ltd, Companion Ltd

Victory Ltd and Vision Ltd

each of Hayward Building

22 Bermudian Road

Hamilton

HM11

Bermuda

	 	Global Banking & Markets

Shipping Business Centre

5-10 Great Tower Street

London EC3P 3HX

Telephone: +44 (0)20 7833 2121

Facsimile: +44 (0)20 7085 7134


www.rbs.com/gbm






Attn: Grant Gibbons




cc Arlington Tankers LLC

191 Post Road

Westport

CT068 80 USA




Attn: Ed Terino




Dear Sirs



Loan Agreement dated 12 December 2005 (the “Loan Agreement”) made between Arlington
Tankers Ltd as Borrower and The Royal Bank of Scotland plc as Lender relating to a loan facility
of US$229,500,000



We refer to our letter dated 5 August 2008 and condition 1 contained therein. Please accept this
letter as our confirmation that we agree to extend the date for the signing of the acknowledgement to no
later than 12 September 2008.



All other terms and conditions referred to in the 5 August 2008 letter remain unchanged.




Yours faithfully




/s/ Christopher Patrick 

Christopher Patrick

Director, Ship Finance Portfolio Management

Shipping Business Centre




Direct tel: +44 207 085 7022   Direct fax: +44 207 085 7142

Email: christopher.patrick@rbs.com




The Royal Bank of Scotland plc. Registered
in Scotland No. 90312. Registered Office. 36 St Andrew Square, Edinburgh EH2 2YB.

Authorised and regulated by the Financial Services Authority




The Royal Bank of Scotland plc is an authorised agent of ABN AMRO Bank N. V.




 









 





	 	 	 
	 

	 	
	23 September 2008
	 	 
	


Arlington Tankers Ltd

Contest Ltd, Concept Ltd, Consul Ltd

Concord Ltd, Compatriot Ltd, Companion Ltd

Victory Ltd and Vision Ltd

each of Hayward Building

22 Bermudian Road

Hamilton

HM 11

Bermuda

	 	Global Banking & Markets

Shipping Business Centre

5-10 Great Tower Street

London EC3P 3HX

Telephone: +44 (0)20 7833 2121

Facsimile: +44 (0)20 7085 7134


www.rbs.com/gbm






Attn: Grant Gibbons




cc Arlington Tankers LLC

191 Post Road

Westport

CT068 80 USA




Attn: Ed Terino




Dear Sirs



Loan Agreement dated 12
December 2005 (the “Loan Agreement”) made between Arlington
Tankers Ltd as Borrower and The Royal Bank of Scotland plc as Lender relating to a loan facility
of US$229,500,000



We refer to our letters dated 5 August 2008 and 2 September 2008 and condition 1 contained
therein. Please accept this letter as our confirmation that we agree to extend the date for the
signing of the acknowledgement to no later than 26 September 2008.



Additionally, in relation to points 2 to 6 contained in our letter dated 5 August 2008 please
note that they will become effective upon closing of the Merger.



All other terms and conditions referred to in the 5 August 2008 letter remain unchanged.




Yours faithfully




/s/ Christopher Patrick 

Christopher Patrick

Director, Ship Finance Portfolio Management

Shipping Business Centre




Direct tel: +44 207 085 7022   Direct fax: +44 207 085 7142

Email: christopher.patrick@rbs.com




The Royal Bank of Scotland plc. Registered in
Scotland No. 90312. Registered Office. 36 St Andrew Square, Edinburgh EH2 2YB.

Authorised and regulated by the Financial Services Authority




The Royal Bank of Scotland plc is an authorised agent of ABN AMRO Bank N.V.