Exhibit 10.96


 


SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT


 


SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (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 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 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 this
Second Amendment, the parties hereto wish to amend certain provisions of the
Credit Agreement as herein provided;


 


NOW,
THEREFORE, it is agreed:


 


I.              Amendments to Credit Agreement.


 


1.             The
definition of “Change of Control” appearing in Section 11.01 of the
Credit 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.             The
definition of “Collateral Disposition” appearing in Section 11.01
of the Credit Agreement is hereby amended by deleting the text “Subsidiary
Guarantor” appearing in such Section and inserting the text “Subsidiary
Guarantor which owns a Mortgaged Vessel” in lieu thereof.


 


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


 


“Subsidiary
Guarantor” shall mean (x) each direct and indirect Subsidiary of the
Parent (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 indirect
Subsidiary and (y) to the extent not otherwise captured in clause (x) hereof,
each direct and indirect Subsidiary of the Parent required to guarantee the
Obligations pursuant to Section 8.15.”


 


4.             Section 7.26 of the Credit Agreement is hereby
amended by deleting the text “or the Republic of Liberia” appearing in such Section and
inserting the text “, Britain, Bermuda or the Republic of Liberia (or any other
Acceptable Flag Jurisdiction)” in lieu thereof.


 

















 


5.             Section 7.27 of the Credit Agreement is hereby
amended by (i) deleting all instances of the text “the Republic of Malta
or the Republic of Liberia” appearing in such Section and inserting the
text “Britain, Bermuda or the Republic of Liberia (or any other Acceptable Flag
Jurisdiction)” in lieu thereof and (ii) deleting the text “such Credit
Document in the Republic of Marshall Islands or the Republic of Liberia”
appearing in such Section and inserting the text “such Credit Document in
the 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 hereby
amended by inserting the text “described in clause (x) of the definition
thereof)” 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 is
hereby restated in its entirety as follows:


 


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


 


8.             Section 9.03(i) of the Credit Agreement is hereby
amended by (i) deleting the text “(x) any Subsidiary of the Parent
which is not a Subsidiary Guarantor may pay Shareholder Payments to the Parent
or any Wholly-Owned Subsidiary of the Parent,” appearing in said Section and
inserting the text “(x) any Wholly-Owned Subsidiary of the Parent may pay
Shareholder Payments to the Parent or any other Wholly-Owned Subsidiary of the
Parent,” in lieu thereof.


 


9.             Section 9.04(b) of the Credit Agreement is
hereby amended by deleting the text “no Subsidiary Guarantor described in the
definition thereof” and inserting the text “no Subsidiary Guarantor (other than
Arlington) described in clause (x) of the definition thereof” in lieu
thereof.


 


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


 


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


 


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


 


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


 


2

















 


Guarantors which own a Mortgaged Vessel), as applicable, in good faith
believe that, after giving effect to such Investment, the Parent, the Borrower
and the Subsidiary Guarantors, as applicable, shall be able to meet its payment
obligations in respect of this Agreement;”


 


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


 


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


 


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


 


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


 


16.           Section 9.13 of the Credit Agreement is hereby
amended by deleting the text “described in clause (x) of the definition
thereof” appearing in such Section and inserting the text “which owns a
Mortgaged Vessel” in lieu thereof.


 


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


 


18.           Section 13.20 of the Credit Agreement is hereby
amended by deleting the instances of the text “the Republic of Malta” and
inserting the text “Britain, Bermuda (or any other Acceptable Flag
Jurisdiction)” in lieu thereof.


 


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


 


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


 


III.           Miscellaneous Provisions.


 


1.             This Second 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 Second Amendment
by telecopy 


 


3

















 


or electronic mail
by any party hereto shall be effective as such party’s original executed
counterpart.


 


2.             THIS SECOND
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.


 


3.             This Second
Amendment shall become effective on the date (the “Second Amendment 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);


 


4.             From and after each
of the Second 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 Second
Amendment Effective Date.


 


*       
*        *


 


4

















 


IN WITNESS WHEREOF, the parties hereto have caused
their duly authorized officers to execute and deliver this Second Amendment as
of 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

  



 

















 


	
   

  	
  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 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 Second Amendment, hereby consents to the entering
into 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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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