Exhibit 10.95


 


AMENDMENT AGREEMENT


 


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


 


WHEREAS the Parties have entered into a 1992 ISDA
Master 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 all
Confirmations exchanged between the Parties confirming Transactions under the
Agreement.


 


Now therefore in
consideration of the mutual agreements contained in the Agreement and this
Amendment Agreement, the Parties agree that:-


 


(1)                     The
Agreement shall be amended as follows:


 


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


 


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


 


(b) Part 4(g) “Credit
Support Provider” shall be deleted in its entirety and replaced with the
following wording:


 


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


 


(c) Part 4(h) shall
be deleted in its entirety.


 


(d) All provisions of the
Schedule making references to “Credit Support Document” or “Credit Support
Provider” shall be deleted.


 


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


 


 


(2)                     There shall be annexed to the
Agreement the Credit Support Annex (English Law) in the form attached to this
Amendment Agreement.


 


(3)                     Miscellaneous:


 


(a)                        Entire Agreement.  This Amendment
Agreement constitutes the entire agreement and understanding of the Parties
with respect to its subject matter and supersedes all oral communications and
prior writings with respect thereto, including, without limitation, any provision of that
certain term loan facility of USD229,500,000 made available to Party B (as
borrower) 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 capitalised
terms in this Amendment Agreement shall have the same meaning as ascribed to
them in the Agreement.


 


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


 


(d)                       Counterparts.  This Amendment
Agreement may be executed and delivered in counterparts each of which will be
deemed an original.


 


(e)                        Headings.  The headings
used in this Amendment Agreement are for convenience of reference only and are
not to affect the construction of or to be taken into consideration in
interpreting this Amendment Agreement.


 


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


 

















 


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


 


(h)                       Counterparts. 
This Amendment Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
constitute one instrument.  Delivery of any
executed counterpart of this Amendment Agreement by telecopy or other
electronic transmission by any party hereto shall be effective as such party’s
original executed counterpart.


 


[Signature page follows]


 

















 


IN WITNESS WHEREOF, the Parties hereto have
executed 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