**Exhibit 10.96**

 

SECOND AMENDMENT TO AMENDED AND RESTATEDCREDIT AGREEMENT

 

SECOND AMENDMENT TO AMENDED AND RESTATED CREDITAGREEMENT (this “Second Amendment”), dated as of December    ,2009, by and among GENERAL MARITIME CORPORATION, a Marshall Islands corporation(the “Parent”), GENERAL MARITIME SUBSIDIARY CORPORATION, a MarshallIslands corporation (the “Borrower”), the Lenders party from time to time to the CreditAgreement referred to below (the “Lenders”) and NORDEA BANK FINLAND PLC,NEW YORK BRANCH, as Administrative Agent (in such capacity, the “AdministrativeAgent”) and as Collateral Agent. Unless otherwise defined herein, capitalized terms used herein anddefined in the Credit Agreement are used herein as therein defined.

 

W I T N E S SE T H :

 

WHEREAS, the Parent, the Borrower, the Lenders andthe Administrative Agent are parties to an Amended and Restated CreditAgreement, dated as of October 20, 2008 and amended on October 27,2009 (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 thisSecond Amendment, the parties hereto wish to amend certain provisions of theCredit Agreement as herein provided;

 

NOW,THEREFORE, it is agreed:

 

I.              Amendments to Credit Agreement.

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1.             Thedefinition of “Change of Control” appearing in Section 11.01 of theCredit Agreement is hereby amended by deleting all instances of the text“each Subsidiary Guarantor” appearing in such Section and inserting the text“each Subsidiary Guarantor which owns a Mortgaged Vessel” in lieu thereof.

 

2.             Thedefinition of “Collateral Disposition” appearing in Section 11.01of the Credit Agreement is hereby amended by deleting the text “SubsidiaryGuarantor” appearing in such Section and inserting the text “SubsidiaryGuarantor which owns a Mortgaged Vessel” in lieu thereof.

 

3.             Thedefinition of “Subsidiary Guarantor” appearing in Section 11.01 ofthe Credit Agreement is hereby restated in its entirety as follows:

 

“SubsidiaryGuarantor” shall mean (x) each direct and indirect Subsidiary of theParent (other than the Borrower) which owns a Mortgaged Vessel or which owns,directly or indirectly, any of the capital stock of any such direct or indirectSubsidiary and (y) to the extent not otherwise captured in clause (x) hereof,each direct and indirect Subsidiary of the Parent required to guarantee theObligations pursuant to Section 8.15.”

 

4.             Section 7.26 of the Credit Agreement is herebyamended by deleting the text “or the Republic of Liberia” appearing in such Section andinserting the text “, Britain, Bermuda or the Republic of Liberia (or any otherAcceptable Flag Jurisdiction)” in lieu thereof.

 

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5.             Section 7.27 of the Credit Agreement is herebyamended by (i) deleting all instances of the text “the Republic of Maltaor the Republic of Liberia” appearing in such Section and inserting thetext “Britain, Bermuda or the Republic of Liberia (or any other Acceptable FlagJurisdiction)” in lieu thereof and (ii) deleting the text “such CreditDocument in the Republic of Marshall Islands or the Republic of Liberia”appearing in such Section and inserting the text “such Credit Document inthe Republic of Marshall Islands, the Republic of Liberia, Britain or Bermuda(or any other Acceptable Flag Jurisdiction)” in lieu thereof.

 

6.             Section 8.13 of the Credit Agreement is herebyamended by inserting the text “described in clause (x) of the definitionthereof)” immediately after all instances of the text “Subsidiary Guarantor”appearing in clauses (a) and (b) of said Section.

 

7.             Section 8.14(a) of the Credit Agreement ishereby restated in its entirety as follows:

 

“(a) The Parent shall, and shall cause each of its Subsidiaries to, cause eachMortgaged Vessel to be registered under the laws and flag of (v) theRepublic of Liberia, (w) the Republic of Marshall Islands, (x) Bermuda,(y) Britain or (z) any other jurisdiction acceptable to theAdministrative Agent in its sole discretion (each jurisdiction in clauses (v) throughand including (z), an “Acceptable Flag Jurisdiction”).  Notwithstanding the foregoing, any CreditParty may transfer a Mortgaged Vessel to another Acceptable Flag Jurisdictionpursuant to a Flag Jurisdiction Transfer.”

 

8.             Section 9.03(i) of the Credit Agreement is herebyamended by (i) deleting the text “(x) any Subsidiary of the Parentwhich is not a Subsidiary Guarantor may pay Shareholder Payments to the Parentor any Wholly-Owned Subsidiary of the Parent,” appearing in said Section andinserting the text “(x) any Wholly-Owned Subsidiary of the Parent may payShareholder Payments to the Parent or any other Wholly-Owned Subsidiary of theParent,” in lieu thereof.

 

9.             Section 9.04(b) of the Credit Agreement ishereby amended by deleting the text “no Subsidiary Guarantor described in thedefinition thereof” and inserting the text “no Subsidiary Guarantor (other thanArlington) described in clause (x) of the definition thereof” in lieuthereof.

 

10.           Section 9.05(v) of the Credit Agreement ishereby restated in its entirety as follows:

 

“(v)         the Parent, theBorrower and the Subsidiary Guarantors may make Investments in the SubsidiaryGuarantors;”

 

11.            Section 9.05(vi) of the Credit Agreement ishereby restated in its entirety as follows:

 

“(vi) so long as no Event of Default exists and is continuing, theParent and its Subsidiaries (other than the Subsidiary Guarantors which own aMortgaged Vessel) may make Investments in their Wholly-Owned Subsidiaries thatare not Subsidiary Guarantors so long as management of the Parent or itsSubsidiaries (other than the Subsidiary 

 

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Guarantors which own a Mortgaged Vessel), as applicable, in good faithbelieve that, after giving effect to such Investment, the Parent, the Borrowerand the Subsidiary Guarantors, as applicable, shall be able to meet its paymentobligations in respect of this Agreement;”

 

12.           Section 9.05(vii) of the Credit Agreement ishereby amended by deleting the text “this clause (vi)” appearing in such Section andinserting the text “this clause (vii)” in lieu thereof.

 

13.           Section 9.05(ix) of the Credit Agreement ishereby amended by inserting the text “described in clause (x) of thedefinition thereof” immediately after the text “Subsidiary Guarantors”appearing in said Section.

 

14.           Section 9.10 of the Credit Agreement is herebyamended by deleting the text “provided that such Subsidiary Guarantor”appearing in such Section and inserting the text “provided that anySubsidiary Guarantor described in clause (x) of the definition thereof” inlieu thereof.

 

15.           Section 9.12(b) of the Credit Agreement ishereby amended by deleting all instances of the text “any Subsidiary Guarantor”appearing in such Section and inserting the text “any Subsidiary Guarantordescribed in clause (x) of the definition thereof” in lieu thereof.

 

16.           Section 9.13 of the Credit Agreement is herebyamended by deleting the text “described in clause (x) of the definitionthereof” appearing in such Section and inserting the text “which owns aMortgaged Vessel” in lieu thereof.

 

17.           Section 12.01(b) of the Credit Agreement ishereby amended by the deleting the text “and Liberian flag vessels” appearingin such Section and inserting the text “, Liberian, Bermuda and Britishflag vessels” in lieu thereof.

 

18.           Section 13.20 of the Credit Agreement is herebyamended by deleting the instances of the text “the Republic of Malta” andinserting the text “Britain, Bermuda (or any other Acceptable FlagJurisdiction)” in lieu thereof.

 

19.           Section 13.22of the Credit Agreement is hereby amended by deleting all instances of the text“Borrower” appearing in such Section and inserting the text “Parent” inlieu thereof.

 

20.           ScheduleXIII to the Credit Agreement is hereby amended by deleting the text “GenmarElectra” and “GMR Electra LLC” appearing in such Schedule and inserting thetext “Genmar Elektra” and “GMR Elektra LLC”, respectively, in lieu thereof.

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III.           Miscellaneous Provisions.

 

## 1.             This Second Amendment may beexecuted in any number of counterparts and by the different parties hereto onseparate counterparts, each of which counterparts when executed and deliveredshall be an original, but all of which shall together constitute one and thesame instrument. Delivery of any executed counterpart of this Second Amendmentby telecopy 

 

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## or electronic mailby any party hereto shall be effective as such party’s original executedcounterpart.

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2.             THIS SECONDAMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BECONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK,WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THEAPPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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3.             This SecondAmendment shall become effective on the date (the “Second Amendment EffectiveDate”) when the Parent, the Borrower, the Administrative Agent and the Lendersconstituting 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 sameto White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036Attention: Binoy Dharia (facsimile number: 212-354-8113 / e-mail address: bdharia@whitecase.com);

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4.             From and after eachof the Second Amendment Effective Date, all references in the Credit Agreementand each of the other Credit Documents to the Credit Agreement shall be deemedto be references to the Credit Agreement, as modified hereby on the SecondAmendment Effective Date.

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*       *        *

 

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IN WITNESS WHEREOF, the parties hereto have causedtheir duly authorized officers to execute and deliver this Second Amendment asof the date first above written.

 

 
|   | GENERAL  MARITIME CORPORATION            |
|--------|------------------------------------------|
|   |                                     |
|   |                                     |
|   | By:                                      | /s/ Jeffrey  D. Pribor |
|   |                                     | Name:  Jeffrey D. Pribor |
|   |                                     | Title: Chief  Financial Officer |
|   |                                     |
|   |                                     |
|   | GENERAL  MARITIME SUBSIDIARY CORPORATION |
|   |                                     |
|   |                                     |
|   | By:                                      | /s/ Jeffrey  D. Pribor |
|   |                                     | Name:  Jeffrey D. Pribor |
|   |                                     | Title:  President |

 

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|   | 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/ Hans  Kjeslrud |
|   |                                                          | Name: Hans  Kjeslrud |
|   |                                                          | Title:   Executive Vice President |

 

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By executing and delivering a copy hereof,each Subsidiary Guarantor hereby acknowledges and agrees that all GuaranteedObligations of the Subsidiary Guarantors shall be fully guaranteed pursuant tothe Subsidiaries Guaranty and shall be fully secured pursuant to the SecurityDocuments, in each case in accordance with the respective terms and provisionsthereof.  Each of the undersigned, eachbeing a Subsidiary Guarantor under, and as defined in, the Credit Agreementreferenced in the foregoing Second Amendment, hereby consents to the enteringinto of the Second 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            |
|   |                        |
|   |                        |
|   | By:                    | /s/ John C. Georgiopoulos |
|   |                        | Name: John C. Georgiopoulos |
|   |                        | Title:  Manager |

 

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|   | ARLINGTON  TANKERS LTD. |
|--------|-------------------------|
|   |                    |
|   |                    |
|   | By:                     | /s/  John C. Georgiopoulos |
|   |                    | Name:  John C. Georgiopoulos |
|   |                    | Title:  Deputy Chairman and Vice President |
|   |                    |   |
|   | VISION  LTD.            |
|   |                    |   |
|   |                    |   |
|   | By:                     | /s/  John C. Georgiopoulos |
|   |                    | Name:  John C. Georgiopoulos |
|   |                    | Title:  President |
|   |                    |   |
|   | VICTORY  LTD.           |
|   |                    |
|   |                    |
|   | By:                     | /s/  John C. Georgiopoulos |
|   |                    | Name:  John C. Georgiopoulos |
|   |                    | Title:  President |
|   |                    |   |
|   | COMPANION  LTD.         |
|   |                    |
|   |                    |
|   | By:                     | /s/  John C. Georgiopoulos |
|   |                    | Name:  John C. Georgiopoulos |
|   |                    | Title:  President |
|   |                    |   |
|   | COMPATRIOT  LTD.        |
|   |                    |
|   |                    |
|   | By:                     | /s/  John C. Georgiopoulos |
|   |                    | Name:  John C. Georgiopoulos |
|   |                    | Title:  President |
|   |                    |   |
|   | CONCEPT  LTD.           |
|   |                    |
|   |                    |
|   | By:                     | /s/  John C. Georgiopoulos |
|   |                    | Name: John C. Georgiopoulos |
|   |                    | Title: President |

 

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|   | CONCORD  LTD. |
|--------|---------------|
|   |          |   |
|   |          |   |
|   | By:           | /s/  John C. Georgiopoulos |
|   |          | Name:  John C. Georgiopoulos |
|   |          | Title:  President |
|   |          |   |
|   | CONSUL  LTD.  |
|   |          |   |
|   |          |   |
|   | By:           | /s/  John C. Georgiopoulos |
|   |          | Name:  John C. Georgiopoulos |
|   |          | Title:  President |
|   |          |   |
|   | CONTEST  LTD. |
|   |          |   |
|   |          |   |
|   | By:           | /s/  John C. Georgiopoulos |
|   |          | Name:  John C. Georgiopoulos |
|   |          | Title: President |

 

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|   | GMR  CHARTERING LLC |
|--------|---------------------|
|   |                |
|   |                |
|   | By:                 | /s/  John C. Georgiopoulos |
|   |                | Name: John C. Georgiopoulos |
|   |                | Title: President |

 

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|   | GENERAL  MARITIME MANAGEMENT |
|--------|------------------------------|
|   | (PORTUGAL)  LLC              |
|   |                         |   |
|   |                         |   |
|   | By:                          | /s/  Rui Jorge Pais Pereira |
|   |                         | Name:  Rui Jorge Pais Pereira |
|   |                         | Title:  Manager |
|   |                         |   |
|   | GMR  ELEKTRA LLC             |
|   |                         |   |
|   |                         |   |
|   | By:                          | /s/  John C. Georgiopoulos |
|   |                         | Name:  John C. Georgiopoulos |
|   |                         | Title:  President |

 

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|   | THE  COMMON SEAL of                 |
|--------|-------------------------------------|
|   | GENERAL  MARITIME CREWING PTE. LTD. |
|   | was  hereunto affixed by            |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/  James Edward Paisley |
|   |                                | Name:  James Edward Paisley |
|   |                                | Title:  Director |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/  Cher Choon Teck |
|   |                                | Name: Cher Choon Teck |
|   |                                | Title: Secretary |

 

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|   | GENERAL  MARITIME MANAGEMENT |
|--------|------------------------------|
|   | (PORTUGAL),  LDA.            |
|   |                         |   |
|   |                         |   |
|   | By:                          | /s/  Rui Jorge Pais Pereira |
|   |                         | Name: Rui Jorge Pais Pereira |
|   |                         | Title: Manager |

 

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|   | LIMITED  “GENERAL MARITIME CREWING” |
|--------|-----------------------------------------------|
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |  /s/ Gennadiy Liventsov |
|   |                                          | Name: Gennadiy Liventsov |
|   |                                          | Title: Director |

 

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|   | 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 and Technical Director |

 

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|   | SIGNATURE  PAGE TO THE SECOND 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/  Nikolai A. Nachamkin |
|   |                                                                                                                                                                                                                                                                                        | Name:  Nikolai A. Nachamkin |
|   |                                                                                                                                                                                                                                                                                        | Title:   Senior Vice President |
|   |                                                                                                                                                                                                                                                                                        |   |
|   | By:                                                                                                                                                                                                                                                                                         | /s/  Andreas T Hagen |
|   |                                                                                                                                                                                                                                                                                        | Name:  Andreas T Hagen |
|   |                                                                                                                                                                                                                                                                                        | Title:   Assistant Vice President |

 

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