**Exhibit 10.95**

** **

**AMENDMENT AGREEMENT**

 

An Amendment Agreement dated 13th November 2009between The Royal Bank of Scotland plc and Arlington Tankers Ltd., together, “the Parties”.

 

**WHEREAS** the Parties have entered into a 1992 ISDAMaster Agreement dated as of 12th December 2005(from time to time supplemented or otherwise amended or modified, hereafter the“Agreement”) which Agreement further includes the Schedule and allConfirmations exchanged between the Parties confirming Transactions under theAgreement.

 

Now therefore inconsideration of the mutual agreements contained in the Agreement and thisAmendment Agreement, the Parties agree that:-

 

**(1)****                    ****TheAgreement shall be amended as follows:**

 

(a) Part 4(f) “Credit Support Document” shall be deleted in its entirety andreplaced with the following wording:

 

“(f) Credit SupportDocument. Details of any Credit Support Document:- Not Applicable.”

 

(b) Part 4(g) “CreditSupport Provider” shall be deleted in its entirety and replaced with thefollowing wording:

 

“(g) Credit SupportProvider. Credit Support Provider does not apply in relation to Party A andParty B.”

 

(c) Part 4(h) shallbe deleted in its entirety.

 

(d) All provisions of theSchedule making references to “Credit Support Document” or “Credit SupportProvider” shall be deleted.

 

(e) Parts 5(f) “LoanFacility”, 5(g) “Security”, 5(h) “Default under Loan Facility” and 5(i) “InterestPeriods under the Loan Facility” shall be deleted in their entirety.

 

 

**(2)****                    **There shall be annexed to theAgreement the Credit Support Annex (English Law) in the form attached to thisAmendment Agreement.

 

**(3)****                    ****Miscellaneous:**

 

(a)                        **Entire Agreement**.  This AmendmentAgreement constitutes the entire agreement and understanding of the Partieswith respect to its subject matter and supersedes all oral communications andprior writings with respect thereto, including, without limitation, any provision of thatcertain term loan facility of USD229,500,000 made available to Party B (asborrower) by Party A (as lender) evidenced by a loan agreement dated December 12,2005 (the “RBS Facility”) which shall be of no force or effect.

 

(b)                       **Definitions.**  All capitalisedterms in this Amendment Agreement shall have the same meaning as ascribed tothem in the Agreement.

 

(c)                        **Agreement Continuation.**  The Agreement,as modified herein shall continue in full force and effect and is herebyratified and confirmed in all respects. From and after the execution of thisAmendment Agreement all references in the Agreement or in any Confirmation to “thisAgreement” (or words or phrases of similar meaning) shall be deemed to bereferences to the Agreement, as amended hereby.

 

(d)                       **Counterparts**.  This AmendmentAgreement may be executed and delivered in counterparts each of which will bedeemed an original.

 

(e)                        **Headings.**  The headingsused in this Amendment Agreement are for convenience of reference only and arenot to affect the construction of or to be taken into consideration ininterpreting this Amendment Agreement.

 

(f)                          **Governing Law.**   This AmendmentAgreement will be governed by and construed in accordance with English law.

 

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(g)                       **Interest Period under OutstandingCredit Facilities. **Party B intends that, to the extent practicable, theoutstanding interest rate swap transaction (the “**OutstandingTransaction**”) under the Agreement will hedge Party B’s indebtednessor the indebtedness of Affiliates of Party B to applicable lenders underoutstanding credit facilities (excluding the RBS Facility) (as the same may beamended, modified, renewed, extended or refinanced, the “**OutstandingCredit Facilities**”).  At PartyB’s request, the parties shall endeavour in good faith and in a commerciallyreasonable manner to amend the Outstanding Transaction such that Payment Datesthereunder shall coincide and match in all respects (so far as reasonablypossible) with interest payment dates under one or more Outstanding CreditFacilities, at Party B’s election. However, Party B acknowledges that (i) Payment Dates shall not beadjusted by more than 3 months per Payment Date and (ii) an amendment toPayment Dates within that limit may have a consequence on the pricing of theOutstanding Transaction and/or require amendments to the terms of the CreditSupport Annex and the amount of Eligible Credit Support to be postedthereunder.

 

(h)                       **Counterparts.** This Amendment Agreement may be executed in any number ofcounterparts, each of which shall be an original, but all of which shallconstitute one instrument.  Delivery of anyexecuted counterpart of this Amendment Agreement by telecopy or otherelectronic transmission by any party hereto shall be effective as such party’soriginal executed counterpart.

 

[Signature page follows]

 

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IN WITNESS WHEREOF, the Parties hereto haveexecuted this Amendment Agreement as of the date first above written.

 
| **THE ROYAL BANK OF SCOTLAND  PLC** | **ARLINGTON TANKERS LTD.**         |
|-------------------------------------|------------------------------------|
| ** **                          | ** **                         |
|                                |                               |   |   |
| By:                                 | /s/ The Royal Bank of Scotland PLC |   | By: | /s/ John Georgiopoulos |
|                                | Name:                              |   |   | Name: | John Georgiopoulos |
|                                | Title:                             |   |   | Title: | Vice President |
|                                | Date:                              |   |   | Date: | 11/12/09 |

 

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