**Exhibit 10.63**

 

$300,000,000

 

GENERAL MARITIME CORPORATION

 

12.00% Senior Notes due 2017

 

Purchase Agreement

 

November 6, 2009

 

J.P. Morgan Securities Inc.As Representative of theseveral Initial Purchasers listedin Schedule 1 hereto

 

c/o J.P. Morgan Securities Inc.

270 Park AvenueNew York, New York 10017

 

Ladies and Gentlemen:

 

General MaritimeCorporation, a Marshall Islandscorporation (the “Company”), proposes to issue and sell to the several initialpurchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom youare acting as representative (the “Representative”), $300,000,000 principalamount of its 12% Senior Notes due 2017 (the “Securities”).  The Securities will be issued pursuant to anIndenture to be dated as of November 12, 2009 (the “Indenture”) among theCompany, the guarantors listed in Schedule 2 hereto (the “Subsidiary Guarantors”)and The Bank of New York Mellon, as trustee (the “Trustee”), and will beguaranteed on an unsecured senior basis by each of the Subsidiary Guarantors(the “Subsidiary Guarantees”).

 

The Securities will be soldto the Initial Purchasers without being registered under the Securities Act of1933, as amended (the “Securities Act”), in reliance upon an exemptiontherefrom.  The Company and the SubsidiaryGuarantors have prepared a preliminary offering memorandum dated October 30,2009 (the “Preliminary Offering Memorandum”) and will prepare an offeringmemorandum dated the date hereof (the “Offering Memorandum”) setting forthinformation concerning the Company and the Securities.  Copies of the Preliminary Offering Memorandumhave been, and copies of the Offering Memorandum will be, delivered by theCompany to the Initial Purchasers pursuant to the terms of this Agreement.  The Company hereby confirms that it hasauthorized the use of the Preliminary Offering Memorandum, the other Time ofSale Information (as defined below) and the Offering Memorandum in connectionwith the offering and resale of the Securities by the Initial Purchasers in themanner contemplated by this Agreement. Capitalized terms used but not defined herein shall have the meaningsgiven to such terms in the Preliminary Offering Memorandum.  References herein to the Preliminary OfferingMemorandum, the Time of Sale Information and the Offering Memorandum shall bedeemed to refer to and include any document incorporated by reference therein.

 

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At or prior to the time whensales of the Securities were first made (the “Time of Sale”), the followinginformation shall have been prepared (collectively, the “Time of SaleInformation”): the Preliminary Offering Memorandum, as supplemented and amendedby the written communications listed on Annex A hereto.

 

Holders of the Securities(including the Initial Purchasers and their direct and indirect transferees)will be entitled to the benefits of a Registration Rights Agreement, to bedated the Closing Date (as defined below) and substantially in the formattached hereto as Exhibit A (the “Registration Rights Agreement”),pursuant to which the Company and the Subsidiary Guarantors will agree to fileone or more registration statements with the Securities and Exchange Commission(the “Commission”) providing for the registration under the Securities Act ofthe Securities or the Exchange Securities referred to (and as defined) in theRegistration Rights Agreement.

 

The Company and the Subsidiary Guarantorshereby confirm their agreement with the several Initial Purchasers concerningthe purchase and resale of the Securities, as follows:

 

1.             Purchaseand Resale of the Securities.  (a) The Company agrees to issue and sell the Securities to the several InitialPurchasers as provided in this Agreement, and each Initial Purchaser, on thebasis of the representations, warranties and agreements set forth herein andsubject to the conditions set forth herein, agrees, severally and not jointly,to purchase from the Company the respective principal amount of Securities setforth opposite such Initial Purchaser’s name in Schedule 1 hereto at a priceequal 95.762% of the principal amount thereof plus accrued interest, if any,from November 12, 2009 to the Closing Date.  The Company will not be obligated to deliverany of the Securities except upon payment for all the Securities to bepurchased as provided herein.

 

## (b)           The Company understands that theInitial Purchasers intend to offer the Securities for resale on the terms setforth in each of the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrantsand agrees that:

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### (i)            it is a qualified institutional buyer within the meaningof Rule 144A under the Securities Act (a “QIB”) and an accredited investorwithin the meaning of Rule 501(a) under the Securities Act;

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### (ii)           it has not solicited offers for, or offered or sold, andwill not solicit offers for, or offer or sell, the Securities by means of anyform of general solicitation or general advertising within the meaning of Rule 502(c) ofRegulation D under the Securities Act (“Regulation D”) or in any mannerinvolving a public offering within the meaning of Section 4(2) of theSecurities Act; and

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### (iii)          it has not solicited offers for, or offered or sold, andwill not solicit offers for, or offer or sell, the Securities as part of theirinitial offering except:

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##### (A)  within the United States topersons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144Aunder the Securities Act (“Rule 144A”) and in connection with each suchsale, it has taken or will take reasonable 

 

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##### stepsto ensure that the purchaser of the Securities is aware that such sale is beingmade in reliance on Rule 144A; or

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##### (B)   in accordance with therestrictions set forth in Annex C hereto.

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## (c)           Each Initial Purchaser acknowledgesand agrees that the Company and, for purposes of the opinions to be deliveredto the Initial Purchasers pursuant to Sections 6 (f)(i) and 6(g), counselfor the Company and counsel for the Initial Purchasers, respectively, may relyupon the accuracy of the representations and warranties of the InitialPurchasers, and compliance by the Initial Purchasers with their agreements,contained in paragraph (b) above (including Annex C hereto), and eachInitial Purchaser hereby consents to such reliance.

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## (d)           The Company acknowledges and agreesthat the Initial Purchasers may offer and sell Securities to or through anyaffiliate of an Initial Purchaser and that any such affiliate may offer andsell Securities purchased by it to or through any Initial Purchaser; providedthat any such affiliates of Initial Purchasers shall comply with the provisionsof Section 1(b) hereof.

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## (e)           The Company and the SubsidiaryGuarantors acknowledge and agree that the Initial Purchasers are acting solelyin the capacity of an arm’s length contractual counterparty to the Company andthe Subsidiary Guarantors with respect to the offering of Securitiescontemplated hereby (including in connection with determining the terms of theoffering) and not as financial advisors or fiduciaries to, or agents of, theCompany, the Subsidiary Guarantors or any other person.  Additionally, neither the Representative norany other Initial Purchaser is advising the Company, the Subsidiary Guarantorsor any other person as to any legal, tax, investment, accounting or regulatorymatters in any jurisdiction.  The Companyand the Subsidiary Guarantors shall consult with their own advisors concerningsuch matters and shall be responsible for making their own independentinvestigation and appraisal of the transactions contemplated hereby, andneither the Representative nor any other Initial Purchaser shall have anyresponsibility or liability to the Company or the Subsidiary Guarantors withrespect thereto. Any review by the Representative or any other InitialPurchaser of the Company, the Subsidiary Guarantors, the transactionscontemplated hereby or other matters relating to such transactions will beperformed solely for the benefit of the Representative or such other InitialPurchaser, as the case may be, and shall not be on behalf of the Company or theSubsidiary Guarantors or any other person.

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2.             Paymentand Delivery.  (a)  Payment forand delivery of the Securities will be made at the offices of Simpson Thacher &Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 A.M.,New York City time, on November 12, 2009, or at such other time or placeon the same or such other date, not later than the fifth business daythereafter, as the Representative and the Company may agree upon inwriting.  The time and date of suchpayment and delivery is referred to herein as the “Closing Date”.

 

## (b)           Payment for the Securities shall bemade by wire transfer in immediately available funds to the account(s) specifiedby the Company to the Representative against delivery to the nominee of TheDepository Trust Company (“DTC”), for the account of the Initial Purchasers, ofone or more global notes representing the Securities (collectively, the 

 

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## “Global Note”), with anytransfer taxes payable in connection with the sale of the Securities duly paidby the Company.  The Global Note will bemade available for inspection by the Representative not later than 1:00 P.M.,New York City time, on the business day prior to the Closing Date.

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3.             Representationsand Warranties of the Company and the Subsidiary Guarantors.  The Company and the Subsidiary Guarantorsjointly and severally represent and warrant to each Initial Purchaser that:

 

## (a)           *PreliminaryOffering Memorandum*, *Time of SaleInformation and Offering Memorandum*. The Preliminary Offering Memorandum, as of its date, did not, the Timeof Sale Information, at the Time of Sale, did not, and at the Closing Date,will not, and the Offering Memorandum, in the form first used by the Initial Purchasersto confirm sales of the Securities and as of the Closing Date, will not,contain any untrue statement of a material fact or omit to state a materialfact necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading; provided that theCompany and the Subsidiary Guarantors make no representation or warranty withrespect to any statements or omissions made in reliance upon and in conformitywith information relating to any Initial Purchaser furnished to the Company inwriting by such Initial Purchaser through the Representative expressly for usein the Preliminary Offering Memorandum, the Time of Sale Information or theOffering Memorandum.

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## (b)           *AdditionalWritten Communications.  *The Company(including its agents and representatives, other than the Initial Purchasers intheir capacity as such) has not prepared, made, used, authorized, approved orreferred to and will not prepare, make, use, authorize, approve or refer to anywritten communication that constitutes an offer to sell or solicitation of anoffer to buy the Securities (each such communication by the Company or itsagents and representatives (other than a communication referred to in clauses(i), (ii) and (iii) below) an “Issuer Written Communication”) otherthan (i) the Preliminary Offering Memorandum, (ii) the OfferingMemorandum, (iii) the documents listed on Annex A hereto, including a termsheet substantially in the form of Annex B hereto, which constitute part of theTime of Sale Information, and (iv) any electronic road show or otherwritten communications, in each case used in accordance with Section 4(c).  Each such Issuer Written Communication, whentaken together with the Time of Sale Information, did not, and at the ClosingDate will not, contain any untrue statement of a material fact or omit to statea material fact necessary in order to make the statements therein, in the lightof the circumstances under which they were made, not misleading; provided thatthe Company makes no representation and warranty with respect to any statementsor omissions made in each such Issuer Written Communication in reliance uponand in conformity with information relating to any Initial Purchaser furnishedto the Company in writing by such Initial Purchaser through the Representativeexpressly for use in any Issuer Written Communication.

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## (c)           *IncorporatedDocuments. *The documentsincorporated by reference in each of the Time of Sale Information and theOffering Memorandum, when filed with the Commission, conformed or will conform,as the case may be, in all material respects to the requirements of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules andregulations of the Commission thereunder.

 

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## (d)           *FinancialStatements*.  (i) Thefinancial statements and the related notes thereto included or incorporated byreference in each of the Time of Sale Information and the Offering Memorandumpresent fairly the financial position of the Company and its subsidiaries as ofthe dates indicated and the results of their operations and the changes intheir cash flows for the periods specified; such financial statements have beenprepared in conformity with generally accepted accounting principles applied ona consistent basis throughout the periods covered thereby; the other financialinformation included or incorporated by reference in each of the Time of SaleInformation and the Offering Memorandum has been derived from the accountingrecords of the Company and its subsidiaries and presents fairly in all materialrespects the information shown thereby; and the pro forma financial informationand the related notes thereto included or incorporated by reference in each ofthe Time of Sale Information and the Offering Memorandum has been prepared inaccordance with the Commission’s rules and guidance with respect to proforma financial information, and the assumptions underlying such pro formafinancial information are reasonable and are set forth in each of the Time ofSale Information and the Offering Memorandum. (ii) The financialstatements and the related notes thereto of Arlington Tankers Ltd. (“Arlington”)and its consolidated subsidiaries included or incorporated by reference in eachof the Time of Sale Information and the Offering Memorandum present fairly thefinancial position of Arlington and its consolidated subsidiaries as of thedates indicated and the results of their operations and the changes in theircash flows for the periods specified; such financial statements have beenprepared in conformity with generally accepted accounting principles applied ona consistent basis throughout the periods covered thereby; and the otherfinancial information of Arlington and its Consolidated Subsidiaries includedor incorporated by reference in each of the Time of Sale Information and theOffering Memorandum has been derived from the accounting records of Arlingtonand presents fairly in all material respects the information shown thereby.

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## (e)           *NoMaterial Adverse Change*. Since the date of the most recent financial statements of the Companyincluded or incorporated by reference in each of the Time of Sale Informationand the Offering Memorandum (i) there has not been any change in thecapital stock or long-term debt of the Company or any of its subsidiaries, orany dividend or distribution of any kind declared, set aside for payment, paidor made by the Company on any class of capital stock, or any material adversechange, or any development involving a prospective material adverse change, inor affecting the business, properties, management, financial position orresults of operations of the Company and its subsidiaries taken as a whole; (ii) neitherthe Company nor any of its subsidiaries has entered into any transaction oragreement that is material to the Company and its subsidiaries taken as a wholeor incurred any liability or obligation, direct or contingent, that is materialto the Company and its subsidiaries taken as a whole; (iii) neither theCompany nor any of its subsidiaries has sustained any material loss orinterference with its business from fire, explosion, flood or other calamity,whether or not covered by insurance, or from any labor disturbance or disputeor any action, order or decree of any court or arbitrator or governmental orregulatory authority; (iv) there has not been a material loss (whetheractual or constructive or partial or total) of or to any of the vessels thatare described in the Time of the Sale Information and the Offering Memorandumas owned or to be acquired by the Company or any Subsidiary Guarantor; and (v) nosuch vessel has been arrested or requisitioned for title or hire; except in thecase of clauses (i) through (v) above as otherwise disclosed in eachof the Time of Sale Information and the Offering Memorandum.

 

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## (f)            *Organizationand Good Standing*.  TheCompany and each of its subsidiaries have been duly organized and are validlyexisting and in good standing under the laws of their respective jurisdictionsof organization, are duly qualified to do business and are in good standing ineach jurisdiction in which their respective ownership or lease of property orthe conduct of their respective businesses requires such qualification, andhave all power and authority necessary to own or hold their respectiveproperties and to conduct the businesses in which they are engaged, exceptwhere the failure to be so qualified, in good standing or have such power orauthority would not, individually or in the aggregate, have a material adverseeffect on the business, properties, management, financial position, results ofoperations or prospects of the Company and its subsidiaries taken as a whole oron the performance by the Company and the Subsidiary Guarantors of theirobligations under the Securities and the Subsidiary Guarantees, respectively (a“Material Adverse Effect”).  The Companydoes not own or control, directly or indirectly, any corporation, associationor other entity other than the subsidiaries listed on Schedule 3 hereto.

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### (g)           *Capitalization*.  The Company has an authorized capitalizationas set forth in each of the Time of Sale Information and the OfferingMemorandum under the heading “Capitalization” and all the outstanding shares ofcapital stock or other equity interests of each subsidiary of the Company havebeen duly and validly authorized and issued, are fully paid and non-assessableand are owned directly or indirectly by the Company (except, in the case of anyforeign subsidiary, for directors’ qualifying shares or shares otherwiserequired to be owned by other persons other than the Company pursuant toapplicable law), free and clear of any lien, charge, encumbrance, security interest,restriction on voting or transfer or any other claim of any third party, otherthan those arising under the Company’s Credit Agreement, dated as of October 20,2009 (as amended, supplemented or otherwise modified as of the date hereof, the“Credit Agreement”), and Arlington’s Loan Agreement, dated as of December 12,2005, or otherwise as described in each of the Time of Sale Information and theOffering Memorandum.

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### (h)           *DueAuthorization*.  The Companyand each of the Subsidiary Guarantors have full right, power and authority toexecute and deliver this Agreement, the Securities, the Subsidiary Guarantees,the Indenture, the Exchange Securities and the Registration Rights Agreement(collectively, the “Transaction Documents”), as applicable, and to performtheir respective obligations hereunder and thereunder; and all action requiredto be taken for the due and proper authorization, execution and delivery ofeach of the Transaction Documents and the consummation of the transactionscontemplated thereby has been duly and validly taken.

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### (i)            *TheIndenture*.  The Indenture hasbeen duly authorized by the Company and each of the Subsidiary Guarantors and,when duly executed and delivered in accordance with its terms by each of theparties thereto, will constitute a valid and legally binding agreement of theCompany and each of the Subsidiary Guarantors enforceable against the Companyand each of the Subsidiary Guarantors in accordance with its terms, except asenforceability may be limited by applicable bankruptcy, insolvency or similarlaws affecting the enforcement of creditors’ rights generally or by equitableprinciples relating to enforceability (regardless of whether enforcement isconsidered in a proceeding in equity or at law) (collectively, the “EnforceabilityExceptions”) and on the Closing Date, the Indenture will conform in allmaterial respects to the requirements of the Trust Indenture Act of 1939, asamended (the “Trust Indenture Act”), and the rules and regulations of theCommission applicable to an indenture that is qualified thereunder.

 

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### (j)            *TheSecurities and the Subsidiary Guarantees*.  The Securities have been duly authorized bythe Company and, when duly executed, authenticated, issued and delivered asprovided in the Indenture and paid for as provided herein, will be duly andvalidly issued and outstanding and will constitute valid and legally bindingobligations of the Company enforceable against the Company in accordance withtheir terms, subject to the Enforceability Exceptions, and will be entitled tothe benefits of the Indenture; and the Subsidiary Guarantees have been dulyauthorized by each of the Subsidiary Guarantors and, when the Securities havebeen duly executed, authenticated, issued and delivered as provided in theIndenture and paid for as provided herein, will be valid and legally bindingobligations of each of the Subsidiary Guarantors, enforceable against each ofthe Subsidiary Guarantors in accordance with their terms, subject to theEnforceability Exceptions, and will be entitled to the benefits of theIndenture.

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### (k)           *Purchase and RegistrationRights Agreements*.  ThisAgreement has been duly authorized, executed and delivered by the Company andeach of the Subsidiary Guarantors; and the Registration Rights Agreement hasbeen duly authorized by the Company and each of the Subsidiary Guarantors andon the Closing Date will be duly executed and delivered by the Company and eachof the Subsidiary Guarantors and, when duly executed and delivered inaccordance with its terms by each of the parties thereto, will constitute avalid and legally binding agreement of the Company and each of the SubsidiaryGuarantors enforceable against the Company and each of the SubsidiaryGuarantors in accordance with its terms, subject to the EnforceabilityExceptions, and except that rights to indemnity and contribution thereunder maybe limited by applicable law and public policy.

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### (l)            *The Exchange Securities*.  On the Closing Date, the Exchange Securities(including the related guarantees) will have been duly authorized by the Company andeach of the Subsidiary Guarantors and, when duly executed, authenticated, issued anddelivered as contemplated by the Registration Rights Agreement, will be dulyand validly issued and outstanding and will constitute valid and legallybinding obligations of the Company, as issuer, and each of the Subsidiary Guarantors, as guarantor,enforceable against the Company and each of the Subsidiary Guarantors inaccordance with their terms, subject to the Enforceability Exceptions, and willbe entitled to the benefits of the Indenture.

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(m)*         **Descriptionsof the Transaction Documents*.  Each Transaction Document conforms in allmaterial respects to the description thereof contained in each of the Time ofSale Information and the Offering Memorandum.

 

(n)*           NoViolation or Default*.  Neitherthe Company nor any of its subsidiaries is (i) in violation of its charteror by-laws or similar organizational documents; (ii) in default, and no eventhas occurred that, with notice or lapse of time or both, would constitute sucha default, in the due performance or observance of any term, covenant orcondition contained in any indenture, mortgage, deed of trust, loan agreementor other agreement or instrument to which the Company or any of itssubsidiaries is a party or by which the Company or any of its subsidiaries isbound or to which any of the property or assets of the Company or any of itssubsidiaries is subject; or (iii) in violation of any law or statute orany judgment, order, rule or regulation of any court or arbitrator orgovernmental or regulatory authority, except, in the case of clauses (ii) and

 

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(iii) above, for anysuch default or violation that would not, individually or in the aggregate,have a Material Adverse Effect.

 

### (o)           *NoConflicts*.  The execution,delivery and performance by the Company and each of the Subsidiary Guarantorsof each of the Transaction Documents to which each is a party, the issuance andsale of the Securities, the issuance of the Subsidiary Guarantees andcompliance by the Company and each of the Subsidiary Guarantors with the termsthereof and the consummation of the transactions contemplated by the TransactionDocuments will not (i) conflict with or result in a breach or violation ofany of the terms or provisions of, or constitute a default under, or result inthe creation or imposition of any lien, charge or encumbrance upon any propertyor assets of the Company or any of its subsidiaries pursuant to, any indenture,mortgage, deed of trust, loan agreement or other agreement or instrument towhich the Company or any of its subsidiaries is a party or by which the Companyor any of its subsidiaries is bound or to which any of the property or assetsof the Company or any of its subsidiaries is subject, (ii) result in anyviolation of the provisions of the charter or by-laws or similar organizationaldocuments of the Company or any of its subsidiaries or (iii) result in theviolation of any law or statute or any judgment, order, rule or regulationof any court or arbitrator or governmental or regulatory authority, except, inthe case of clauses (i) and (iii) above, for any such conflict,breach, violation, default, lien, charge or encumbrance that would not,individually or in the aggregate, have a Material Adverse Effect.

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### (p)*           NoConsents Required*.  No consent, approval, authorization, order,registration or qualification of or with any court or arbitrator or governmentalor regulatory authority is required for the execution, delivery and performanceby the Company and each of the Subsidiary Guarantors of each of the TransactionDocuments to which each is a party, the issuance and sale of the Securities,the issuance of the Subsidiary Guarantees and compliance by the Company andeach of the Subsidiary Guarantors with the terms thereof and the consummationof the transactions contemplated by the Transaction Documents, except for suchconsents, approvals, authorizations, orders and registrations or qualificationsas may be required (i) under applicable state securities laws inconnection with the purchase and resale of the Securities and the SubsidiaryGuarantees by the Initial Purchasers and (ii) with respect to the ExchangeSecurities (including the related guarantees) under the Securities Act, the Trust Indenture Actand applicable state securities laws as contemplated by the Registration RightsAgreement.

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### (q)*           LegalProceedings*.  Except as described in each of the Time ofSale Information and the Offering Memorandum, there are no legal, governmentalor regulatory investigations, actions, suits or proceedings pending to whichthe Company or any of its subsidiaries is or may be a party or to which anyproperty of the Company or any of its subsidiaries is or may be the subjectthat, individually or in the aggregate, if determined adversely to the Companyor any of its subsidiaries, could reasonably be expected to have a MaterialAdverse Effect; and, to the knowledge of the Company and the SubsidiaryGuarantors, no such investigations, actions, suits or proceedings arethreatened or contemplated by any governmental or regulatory authority orothers.

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### (r)*            IndependentAccountants*.  Deloitte &Touche LLP, who havecertified certain financial statements of the Company and its subsidiaries, arean independent public accountants with respect to the Company and itssubsidiaries within the applicable rules and regulations 

 

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### adopted by the Commission andthe Public Company Accounting Oversight Board (United States) and as requiredby the Securities Act.  MSPC CertifiedPublic Accountants and Advisors, P.C., who have certified certain financial statementsof Arlington and its Subsidiaries, were at all relevant times independentpublic accountants with respect to Arlington and its subsidiaries within theapplicable rules and regulations adopted by the Commission and the PublicCompany Accounting Oversight Board (United States) and as required by theSecurities Act.

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### (s)*           Titleto Real and Personal Property*.  The Company and its subsidiaries have goodand marketable title in fee simple to, or have valid rights to lease orotherwise use, all items of real and personal property that are material to therespective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances,claims and defects and imperfections of title exceptthose that (i) do not materially interfere with the use made and proposedto be made of such property by the Company and its subsidiaries or (ii) couldnot reasonably be expected, individually or in the aggregate, to have aMaterial Adverse Effect.

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### (t)*            Titleto Intellectual Property*.  The Company and its subsidiaries own or possessadequate rights to use all material patents, patent applications, trademarks,service marks, trade names, trademark registrations, service markregistrations, copyrights, licenses and know-how (including trade secrets andother unpatented and/or unpatentable proprietary or confidential information,systems or procedures) necessary for the conduct of their respectivebusinesses; and the Company and its subsidiaries have not received any noticeof any claim of infringement of or conflict with any such rights of otherswhich, individually or in aggregate, would reasonably be expected to have aMaterial Adverse Effect.

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### (u)*           NoUndisclosed Relationships*.  No relationship, direct or indirect, existsbetween or among the Company or any of its subsidiaries, on the one hand, andthe directors, officers, stockholders, customers or suppliers of the Company orany of its subsidiaries, on the other, that would be required by the Securities Act to be described in aregistration statement to be filed with the Commission and that is not sodescribed in each of the Time of Sale Information and the Offering Memorandum.

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### (v)*           InvestmentCompany Act*.  Neither the Company nor any of itssubsidiaries is and, after giving effect to the offering and sale of theSecurities and the application of the proceeds thereof as described in each ofthe Time of Sale Information and the Offering Memorandum, none of them will bean “investment company” or an entity “controlled” by an “investment company”within the meaning of the Investment Company Act of 1940, as amended, and the rules andregulations of the Commission thereunder (collectively, “Investment Company Act”).

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### (w)*          Taxes*.  Except as wouldnot, individually or in the aggregate, reasonably be expected to have aMaterial Adverse Effect, the Company and its subsidiaries have paid allfederal, state, local and foreign taxes and filed all tax returns required tobe paid or filed through the date hereof or have established adequate reservesfor the payment thereof; and, except as otherwise disclosed in the each of theOffering Memorandum and the Time of Sale Information, there is no taxdeficiency that has been, or would reasonably be expected to be, assertedagainst the Company or any of its subsidiariesor any of their respective properties or assets that would, individually or in the aggregate, have a Material Adverse Effect. All material tax liabilitieshave 

 

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### been adequately provided for inthe financial statements of the Company to the extent required under generally accepted accounting principles and the Securities Act and Exchange Act.

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### (x)*            Stamp and TransferTaxes. *Except as set forth ineach of the Time of Sale Information and the Offering Memorandum, with respectto non-residents of the Marshall Islands, there are no stamp or other issuanceor transfer taxes or duties and no capital gains, income, withholding or othertaxes payable to the Marshall Islands or any political subdivision or taxingauthority thereof or therein in connection with (i) the delivery of theSecurities by the Company to the Initial Purchasers in the manner contemplatedby this Agreement; (ii) payments of the principal, interest and otheramounts in respect of the Securities to holders of the Securities; or (iii) thesale and delivery of the Securities by the Initial Purchasers to subsequentpurchasers thereof in accordance with the terms of this Agreement.

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### (y)*           Taxation in theMarshall Islands*.  None of theholders of the Securities, any of the Initial Purchasers or the Trustee will bedeemed resident, domiciled, carrying on business or subject to taxation in theMarshall Islands on an overall income basis solely by the execution, delivery,performance or enforcement of the Transaction Documents or the issuance or saleof the Securities or by virtue of the ownership or transfer of Securities orthe receipt of payments thereon.

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### (z)*            Licensesand Permits*.  The Company and its subsidiaries possess alllicenses, certificates, permits and other authorizations issued by, and havemade all declarations and filings with, the appropriate federal, state, localor foreign governmental or regulatory authorities that are necessary for theownership or lease of their respective properties or the conduct of theirrespective businesses as described in each of the Time of Sale Information andthe Offering Memorandum, except where the failure to possess or make the samewould not, individually or in the aggregate, have a Material Adverse Effect;and, except as described in each of the Time of Sale Information and theOffering Memorandum, neither the Company nor any of its subsidiaries hasreceived notice of any revocation or modification of any such license,certificate, permit or authorization or has any reason to believe that any suchlicense, certificate, permit or authorization will not be renewed in theordinary course, which could reasonably be expected, individually or in theaggregate, to have a Material Adverse Effect.

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### (aa)*         NoLabor Disputes*.  No labor disturbance by or dispute withemployees of the Company or any of its subsidiaries exists or, to the knowledgeof the Company and each of the Subsidiary Guarantors, is contemplated orthreatened, in each case that would reasonably be expected, individually or inthe aggregate,  to have a MaterialAdverse Effect.

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### (bb)*         ComplianceWith Environmental Laws*.  Except as described in each of the Time ofSale Information and the Offering Memorandum, (i) the Company and itssubsidiaries (i) are in compliance with, and have not violated, any andall applicable federal, state, local and foreign and international laws, rules,regulations, decisions and orders relating to the protection of human healthand safety, the environment or natural resources or to hazardous or toxicsubstances or wastes, pollutants or contaminants (collectively, “EnvironmentalLaws”); (ii) have received and are in compliance with all permits,licenses or other approvals required of them under applicable EnvironmentalLaws to conduct their respective businesses; and (iii) have not receivednotice of any actual or potential liability under or relating to anyEnvironmental Laws, 

 

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### including for the investigationor remediation of any disposal or release of hazardous or toxic substances orwastes, pollutants or contaminants, except in any such case for any suchfailure to comply with, or failure to receive required permits, licenses orapprovals, or liability, as would not, individually or in the aggregate, have aMaterial Adverse Effect. Except as described in each of the Time of SaleInformation and the Offering Memorandum, there are no proceedings that arepending or, to the knowledge of the Company or the Subsidiary Guarantors,contemplated against the Company or any of its subsidiaries under anyEnvironmental Laws in which a governmental entity is also a party, other thansuch proceedings regarding which it is reasonably believed no monetarysanctions of $100,000 or more will be imposed, and none of the Company and its subsidiariesanticipates material capital expenditures relating to any Environmental Laws.

###  

### (cc)*         ComplianceWith ERISA*.  Each employee benefit plan, within themeaning of Section 3(3) of the Employee Retirement Income SecurityAct of 1974, as amended (“ERISA”), for which the Company or any member of itsControlled Group” (defined as any organization which is a member of acontrolled group of corporations within the meaning of Section 414 of theInternal Revenue Code of 1986, as amended (the “Code”)) would have anyliability (each, a “Plan”)  has beenmaintained in compliance with its terms and the requirements of any applicablestatutes, orders, rules and regulations, including but not limited toERISA and the Code, except where the failure to be in compliance would not,individually or in the aggregate,  have aMaterial Adverse Effect; no “reportable event” (within the meaning of Section 4043(c) ofERISA) has occurred or is reasonably expected to occur and no prohibitedtransaction, within the meaning of Section 406 of ERISA or Section 4975of the Code, has occurred with respect to any such Plan excluding transactionseffected pursuant to a statutory or administrative exemption; for each suchPlan that is subject to the funding rules of Section 412 of the Code orSection 302 of ERISA, no Plan has failed, or is reasonably expected tofail, to satisfy the minimum funding standards (within the meaning of Section 302of ERISA or Section 412 of the Code), whether or not waived, and the fairmarket value of the assets of each such Plan (excluding for these purposesaccrued but unpaid contributions) exceeds the present value of all benefitsaccrued under such Plan determined based on those actuarial assumptions used tofund such Plan;  neither the Company orany member of its Controlled Group has incurred, or reasonably expects toincur, any liability under Title IV of ERISA (other than contributions to theplan or premiums to the PBGC in the ordinary course and without default) inrespect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) ofERISA); and each Plan that is intended to be qualified under Section 401(a) ofthe Code is so qualified and nothing has occurred, whether by action or byfailure to act, which would cause the loss of such qualification.

###  

### (dd)*         DisclosureControls*.  The Company and its subsidiaries maintain aneffective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) ofthe Exchange Act) that is designed to ensure that information required to bedisclosed by the Company in reports that it files or submits under the ExchangeAct is recorded, processed, summarized and reported within the time periodsspecified in the Commission’s rules and forms, including controls andprocedures designed to ensure that such information is accumulated andcommunicated to the Company’s management as appropriate to allow timelydecisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of theeffectiveness of their disclosure controls and procedures as required by Rule 13a-15of the Exchange Act.

 

11

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###  

### (ee)*         AccountingControls*.  The Company and its subsidiaries maintainsystems of “internal control over financial reporting” (as defined in Rule 13a-15(f) ofthe Exchange Act) that comply with the requirements of the Exchange Act andhave been designed by, or under the supervision of, their respective principalexecutive and principal financial officers, or persons performing similarfunctions, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles.  The Company and its subsidiaries maintaininternal accounting controls sufficient to provide reasonable assurance that (i) transactionsare executed in accordance with management’s general or specificauthorizations; (ii) transactions are recorded as necessary to permitpreparation of financial statements in conformity with generally acceptedaccounting principles and to maintain asset accountability; (iii) accessto assets is permitted only in accordance with management’s general or specificauthorization; and (iv) the recorded accountability for assets is comparedwith the existing assets at reasonable intervals and appropriate action istaken with respect to any differences. Except as disclosed in each of the Time of Sale Information and theOffering Memorandum, there are no material weaknesses or significantdeficiencies in the Company’s internal controls.

###  

### (ff)*           Insurance*.  The Company and itssubsidiaries have insurance covering their respective properties, operations,personnel and businesses, including protection and indemnity and businessinterruption insurance, which insurance is in amounts and insures against suchlosses and risks as are adequate to protect the Company and its subsidiariesand their respective businesses as consistent with industry practice; andneither the Company nor any of its subsidiaries has (i) received noticefrom any insurer or agent of such insurer that capital improvements or otherexpenditures are required or necessary to be made in order to continue suchinsurance or (ii) any reason to believe that it will not be able to renewits existing insurance coverage as and when such coverage expires or to obtainsimilar coverage from similar insurers as may be necessary to continue itsbusiness at a cost that could not, individually or in the aggregate, reasonablybe expected to have a Material Adverse Effect.

###  

### (gg)*         NoUnlawful Payments*.  Neither the Company nor any of itssubsidiaries nor, to the knowledge of the Company and each of the SubsidiaryGuarantors, any director, officer, agent, employee or other person associatedwith or acting on behalf of the Company or any of its subsidiaries has (i) usedany corporate funds for any unlawful contribution, gift, entertainment or otherunlawful expense relating to political activity; (ii) made any direct orindirect unlawful payment to any foreign or domestic government official oremployee from corporate funds; (iii) violated or is in violation of anyprovision of the Foreign Corrupt Practices Act of 1977; or (iv) made anybribe, rebate, payoff, influence payment, kickback or other unlawful payment.

###  

### (hh)*         Compliancewith Money Laundering Laws*.  The operations of the Company and itssubsidiaries are and have been conducted at all times in compliance withapplicable financial recordkeeping and reporting requirements of the Currencyand Foreign Transactions Reporting Act of 1970, as amended, the moneylaundering statutes of all jurisdictions, the rules and regulationsthereunder and any related or similar rules, regulations or guidelines, issued,administered or enforced by any governmental agency (collectively, the “MoneyLaundering Laws”) and no action, suit or proceeding by or before any court orgovernmental agency, authority or body or any arbitrator involving the Companyor any of its subsidiaries with respect 

 

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### to the Money Laundering Laws ispending or, to the knowledge of the Company and the Subsidiary Guarantors,threatened.

###  

### (ii)*           Compliancewith OFAC*.  None of the Company, any of its subsidiariesor, to the knowledge of the Company and the Subsidiary Guarantors, anydirector, officer, agent, employee or affiliate of the Company or any of itssubsidiaries is currently subject to any U.S. sanctions administered by theOffice of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”);and the Company will not directly or indirectly use the proceeds of theoffering of the Securities hereunder, or lend, contribute or otherwise makeavailable such proceeds to any subsidiary, joint venture partner or otherperson or entity, for the purpose of financing the activities of any personcurrently subject to any U.S. sanctions administered by OFAC.

###  

### (jj)*           Solvency.*  On and immediatelyafter the Closing Date, the Company and each of the Subsidiary Guarantors(after giving effect to the issuance of the Securities and the SubsidiaryGuarantors and the other transactions related thereto as described in each ofthe Time of Sale Information and the Offering Memorandum) will be Solvent.  As used in this paragraph, the term “Solvent”means, with respect to a particular date, that on such date (i) thepresent fair market value (or present fair saleable value) of the assets of theCompany and the Subsidiary Guarantors are not less than the total amountrequired to pay the liabilities of the Company and the Subsidiary Guarantors ontheir total existing debts and liabilities (including contingent liabilities)as they become absolute and matured; (ii) the Company and the SubsidiaryGuarantors are able to realize upon their assets and pay their debts and otherliabilities, contingent obligations and commitments as they mature and becomedue in the normal course of business; (iii) assuming consummation of theissuance of the Securities and the Subsidiary Guarantees as contemplated bythis Agreement, the Time of Sale Information and the Offering Memorandum, theCompany and the Subsidiary Guarantors are not incurring debts or liabilitiesbeyond their ability to pay as such debts and liabilities mature; (iv) theCompany and the Subsidiary Guarantors are not engaged in any business ortransaction, and do not propose to engage in any business or transaction, for whichtheir property would constitute unreasonably small capital after giving dueconsideration to the prevailing practice in the industry in which the Companyand the Subsidiary Guarantors are engaged; and (v) the Company and theSubsidiary Guarantors are not a defendant in any civil action that would resultin a judgment that the Company and the Subsidiary Guarantors are or wouldbecome unable to satisfy.

###  

(kk)*         NoRestrictions on Subsidiaries*.  Except as described in each of the Time ofSale Information and the Offering Memorandum, no subsidiary of the Company iscurrently prohibited, directly or indirectly, under any agreement or otherinstrument to which it is a party or is subject, from paying any dividends tothe Company, from making any other distribution on such subsidiary’s capitalstock, from repaying to the Company any loans or advances to such subsidiaryfrom the Company or from transferring any of such subsidiary’s properties orassets to the Company or any other subsidiary of the Company.

 

### (ll)*           NoBroker’s Fees*.  Neither the Company nor any of itssubsidiaries is a party to any contract agreement or understanding with anyperson (other than this Agreement) that would give rise to a valid claimagainst any of them or any Initial Purchaser for a brokerage commission, finder’sfee or like payment in connection with the offering and sale of the Securities.

 

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(mm)*       Rule 144A Eligibility.*  On the Closing Date, neither the Securitiesnor any of the Subsidiary Guarantees will be of the same class as securitieslisted on a national securities exchange registered under Section 6 of theExchange Act or quoted in an automated inter-dealer quotation system; and eachof the Preliminary Offering Memorandum and the Offering Memorandum, as of itsrespective date, contains or will contain all the information that, ifrequested by a prospective purchaser of the Securities, would be required to beprovided to such prospective purchaser pursuant to Rule 144A(d)(4) underthe Securities Act.

 

(nn)*         NoIntegration.*  Neither theCompany nor any of its affiliates (as defined in Rule 501(b) ofRegulation D) has, directly or through any agent, sold, offered for sale,solicited offers to buy or otherwise negotiated in respect of, any security (asdefined in the Securities Act), that is or will be integrated with the sale ofthe Securities in a manner that would require registration of the Securitiesunder the Securities Act.

 

(oo)         *No GeneralSolicitation or Directed Selling Efforts.*  None of the Company or any of its affiliatesor any other person acting on its or their behalf (other than the InitialPurchasers, as to which no representation is made) has (i) solicitedoffers for, or offered or sold, the Securities by means of any form of generalsolicitation or general advertising within the meaning of Rule 502(c) ofRegulation D or in any manner involving a public offering within the meaning ofSection 4(2) of the Securities Act or (ii) engaged in anydirected selling efforts within the meaning of Regulation S under theSecurities Act (“Regulation S”), and all such persons have complied with theoffering restrictions requirement of Regulation S.

 

(pp)         *SecuritiesLaw Exemptions.*  Assuming theaccuracy of the representations and warranties of the Initial Purchaserscontained in Section 1(b) (including Annex C hereto) and theircompliance with their agreements set forth therein, it is not necessary, inconnection with the issuance and sale of the Securities to the InitialPurchasers and the offer, resale and delivery of the Securities by the InitialPurchasers in the manner contemplated by this Agreement, the Time of SaleInformation and the Offering Memorandum, to register the Securities under theSecurities Act or to qualify the Indenture under the Trust Indenture Act.

 

### (qq)*         NoStabilization*.  Neither the Company nor any of the SubsidiaryGuarantors has taken, directly or indirectly, any action designed to or thatcould reasonably be expected to cause or result in any stabilization or manipulationof the price of the Securities.

###  

### (rr)*           Margin Rules*.  Neither the issuance, sale and delivery ofthe Securities nor the application of the proceeds thereof by the Company asdescribed in each of the Time of Sale Information and the Offering Memorandumwill violate Regulation T, U or X of the Board of Governors of the FederalReserve System or any other regulation of such Board of Governors.

###  

### (ss)*         Forward-LookingStatements*.  No forward-looking statement (within themeaning of Section 27A of the Securities Act and Section 21E of theExchange Act) included or incorporated by reference in each of the Time of SaleInformation or the Offering Memorandum has been made or reaffirmed without areasonable basis or has been disclosed other than in good faith.

 

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### (tt)*           Statistical and MarketData*.  Nothing has come to theattention of the Company that has caused the Company to believe that thestatistical and market-related data included or incorporated by reference ineach of the Time of Sale Information and the Offering Memorandum is not basedon or derived from sources that are reliable and accurate in all materialrespects.

###  

### (uu)*         Sarbanes-OxleyAct*.  There is and has been no failure on the partof the Company or, to the knowledge of the Company, any of the Company’sdirectors or officers, in their capacities as such, to comply in all materialrespects with any provision of the Sarbanes-Oxley Act of 2002 and the rules andregulations promulgated in connection therewith (the “Sarbanes-Oxley Act”),including Section 402 related to loans and Sections 302 and 906 related tocertifications.

###  

### (vv)*         Vessels.*  Each of the vesselsowned by the Company or one of its subsidiaries has been duly registered in thename of the subsidiary of the Company that owns it under the laws andregulations and the flag of the nation of its registration and no other actionis necessary to establish and perfect such subsidiary’s title to and interestin such vessels as against any charterer or third party.

###  

4.             FurtherAgreements of the Company and the Subsidiary Guarantors.  The Company and each of the SubsidiaryGuarantors jointly and severally covenant and agree with each Initial Purchaserthat:

 

## (a)           *Deliveryof Copies*.  The Company willdeliver, without charge, to the Initial Purchasers as many copies of thePreliminary Offering Memorandum, any other Time of Sale Information, any IssuerWritten Communication and the Offering Memorandum (including all amendments andsupplements thereto) as the Representative may reasonably request.

##  

## (b)           *OfferingMemorandum, Amendments or Supplements. *Beforefinalizing the Offering Memorandum or making or distributing any amendment orsupplement to any of the Time of Sale Information or the Offering Memorandum orfiling with the Commission any document that will be incorporated by referencetherein, the Company will furnish to the Representative and counsel for theInitial Purchasers a copy of the proposed Offering Memorandum or such amendmentor supplement or document to be incorporated by reference therein for review,and will not distribute any such proposed Offering Memorandum, amendment orsupplement or file any such document with the Commission to which theRepresentative reasonably objects.

##  

## (c)           *AdditionalWritten Communications. *Beforemaking, preparing, using, authorizing, approving or referring to any IssuerWritten Communication, the Company will furnish to the Representative andcounsel for the Initial Purchasers a copy of such proposed written communicationfor review and will not make, prepare, use, authorize, approve or refer to anysuch written communication to which the Representative reasonably objects.

##  

## (d)           *Noticeto the Representative*.  TheCompany will advise the Representative promptly, and confirm such advice inwriting, (i) of the issuance by any governmental or regulatory authorityof any order preventing or suspending the use of any of the Time of Sale 

 

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## Information, any Issuer Written Communicationor the Offering Memorandum or the initiation or threatening of any proceedingfor that purpose; (ii) of the occurrence of any event at any time prior tothe completion of the initial offering of the Securities as a result of whichany of the Time of Sale Information, any Issuer Written Communication or theOffering Memorandum as then amended or supplemented would include any untruestatement of a material fact or omit to state a material fact necessary inorder to make the statements therein, in the light of the circumstancesexisting when such Time of Sale Information, Issuer Written Communication orthe Offering Memorandum is delivered to a purchaser, not misleading; and (iii) ofthe receipt by the Company of any notice with respect to any suspension of thequalification of the Securities for offer and sale in any jurisdiction or theinitiation or threatening of any proceeding for such purpose; and the Companywill use its reasonable best efforts to prevent the issuance of any such orderpreventing or suspending the use of any of the Time of Sale Information, anyIssuer Written Communication or the Offering Memorandum or suspending any suchqualification of the Securities and, if any such order is issued, will obtainas soon as possible the withdrawal thereof.

##  

## (e)           *Timeof Sale Information*.  If atany time prior to the Closing Date (i) any event shall occur or conditionshall exist as a result of which any of the Time of Sale Information as thenamended or supplemented would include any untrue statement of a material factor omit to state any material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, notmisleading or (ii) it is necessary to amend or supplement any of the Timeof Sale Information to comply with law, the Company will immediately notify theInitial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above,furnish to the Initial Purchasers such amendments or supplements to any of theTime of Sale Information (or any document to be filed with the Commission andincorporated by reference therein) as may be necessary so that the statementsin any of the Time of Sale Information as so amended or supplemented will not,in light of the circumstances under which they were made, be misleading or sothat any of the Time of Sale Information will comply with law.

##  

## (f)            *OngoingCompliance of the Offering Memorandum*.  If at any time prior to the completion of theinitial offering of the Securities (i) any event shall occur or conditionshall exist as a result of which the Offering Memorandum as then amended orsupplemented would include any untrue statement of a material fact or omit tostate any material fact necessary in order to make the statements therein, in thelight of the circumstances existing when the Offering Memorandum is deliveredto a purchaser, not misleading or (ii) it is necessary to amend orsupplement the Offering Memorandum to comply with law, the Company willimmediately notify the Initial Purchasers thereof and forthwith prepare and,subject to paragraph (b) above, furnish to the Initial Purchasers suchamendments or supplements to the Offering Memorandum (or any document to befiled with the Commission and incorporated by reference therein) as may benecessary so that the statements in the Offering Memorandum as so amended orsupplemented (including such document to be incorporated by reference therein)will not, in the light of the circumstances existing when the OfferingMemorandum is delivered to a purchaser, be misleading or so that the OfferingMemorandum will comply with law.

##  

## (g)           *BlueSky Compliance*.  The Companywill qualify the Securities for offer and sale under the securities or Blue Skylaws of such jurisdictions as the Representative shall reasonably 

 

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## request and will continue suchqualifications in effect so long as required for the offering and resale of theSecurities; provided that neither the Company nor any of the Subsidiary Guarantorsshall be required to (i) qualify as a foreign corporation or other entityor as a dealer in securities in any such jurisdiction where it would nototherwise be required to so qualify, (ii) file any general consent toservice of process in any such jurisdiction or (iii) subject itself totaxation in any such jurisdiction if it is not otherwise so subject.

##  

## (h)           *ClearMarket*.  During the periodfrom the date hereof through and including the date that is 180 days after thedate hereof, the Company and each of the Subsidiary Guarantors will not,without the prior written consent of the Representative, offer, pledge, sell,contract to sell or otherwise dispose of any debt securities issued orguaranteed by the Company or any of the Subsidiary Guarantors with termssubstantially similar to the Securities (other than the Securities soldhereunder and any Exchange Securities).

##  

## (i)            *SupplyingInformation.*  While theSecurities remain outstanding and are “restricted securities” within themeaning of Rule 144(a)(3) under the Securities Act, the Company andeach of the SubsidiaryGuarantors will, during any period inwhich the Company is not subject to and in compliance with Section 13 or15(d) of the Exchange Act, furnish reasonably promptly to holders of the Securitiesand prospective purchasers of the Securities designated by such holders, uponthe request of such holders or such prospective purchasers, the informationrequired to be delivered pursuant to Rule 144A(d)(4) under theSecurities Act.

##  

(k)           *DTC.*   The Company will assist the InitialPurchasers in arranging for the Securities to be eligible for clearance andsettlement through DTC.

 

(l)            *No Resales by the Company.* Until completion of the exchange offer (or the first anniversary of thedate on which the shelf registration statement became effective) pursuant tothe Registration Rights Agreement, the Company will not, and will not permitany of its affiliates (as defined in Rule 144 under the Securities Act)to, resell any of the Securities that have been acquired by any of them, exceptfor Securities purchased by the Company or any of its affiliates and resold ina transaction registered under the Securities Act.

 

(m)          *NoIntegration.*  Neither theCompany nor any of its affiliates (as defined in Rule 501(b) ofRegulation D) will, directly or through any agent, sell, offer for sale,solicit offers to buy or otherwise negotiate in respect of, any security (asdefined in the Securities Act), that is or will be integrated with the sale ofthe Securities in a manner that would require registration of the Securitiesunder the Securities Act.

 

(n)           *No GeneralSolicitation or Directed Selling Efforts.*  None of the Company or any of its affiliatesor any other person acting on its or their behalf (other than the InitialPurchasers, as to which no covenant is given) will (i) solicit offers for,or offer or sell, the Securities by means of any form of general solicitationor general advertising within the meaning of Rule 502(c) ofRegulation D or in any manner involving a public offering within the meaning ofSection 4(2) of the Securities Act or (ii) engage in anydirected selling efforts within the meaning of Regulation S, and all suchpersons will comply with the offering restrictions requirement of Regulation S.

 

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## (j)            *Useof Proceeds*.  The Company willapply the net proceeds from the sale of the Securities as described in each ofthe Preliminary Offering Memorandum, the other Time of Sale Information and theOffering Memoradum under the heading “Use of proceeds”.

##  

## (k)           *No Stabilization*.  Neither the Company nor any of the SubsidiaryGuarantors will take, directly or indirectly, any action designed to or thatcould reasonably be expected to cause or result in any stabilization ormanipulation of the price of the Securities.

##  

5.             CertainAgreements of the Initial Purchasers. Each Initial Purchaser hereby represents and agrees that it has not andwill not use, authorize use of, refer to, or participate in the planning for useof, any written communication that constitutes an offer to sell or thesolicitation of an offer to buy the Securities other than (i) thePreliminary Offering Memorandum and the Offering Memorandum, (ii) awritten communication that contains no “issuer information” (as defined in Rule 433(h)(2) underthe Securities Act) that was not included (including through incorporation byreference) in the Preliminary Offering Memorandum or the Offering Memorandum, (iii) anywritten communication listed on Annex A or prepared pursuant to Section 4(c) above(including any electronic road show) or otherwise substantially consistent withAnnex B, (iv) any written communication prepared by such Initial Purchaserand approved by the Company in advance in writing or (v) any writtencommunication relating to or that contains the terms of the Securities and/orother information that was included (including through incorporation byreference) in the Preliminary Offering Memorandum or the Offering Memorandum.

 

6.             Conditionsof Initial Purchasers’ Obligations. The obligation of each Initial Purchaser to purchase Securities on theClosing Date as provided herein is subject to the performance by the Companyand each of the Subsidiary Guarantors of their respective covenants and otherobligations hereunder and to the following additional conditions:

 

## (a)           *Representationsand Warranties.*  Therepresentations and warranties of the Company and the Subsidiary Guarantorscontained herein shall be true and correct on the date hereof and on and as ofthe Closing Date; and the statements of the Company, the Subsidiary Guarantorsand their respective officers made in any certificates delivered pursuant tothis Agreement shall be true and correct on and as of the Closing Date.

##  

## (b)           *NoDowngrade*.  Subsequent to theearlier of (A) the Time of Sale and (B) the execution and delivery ofthis Agreement, (i) no downgrading shall have occurred in the ratingaccorded the Securities or any other debt securities or preferred stock issuedor guaranteed by the Company or any of its subsidiaries by any “nationallyrecognized statistical rating organization”, as such term is defined by theCommission for purposes of Rule 436(g)(2) under the Securities Actand (ii) no such organization shall have publicly announced that it hasunder surveillance or review, or has changed its outlook with respect to, itsrating of the Securities or of any other debt securities or preferred stockissued or guaranteed by the Company or any of its subsidiaries (other than anannouncement with positive implications of a possible upgrading).

##  

## (c)           *NoMaterial Adverse Change*.  Noevent or condition of a type described in Section 3(e) hereof shallhave occurred or shall exist, which event or condition is not described in eachof the Time of Sale Information (excluding any amendment or supplement thereto)and 

 

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## the Offering Memorandum(excluding any amendment or supplement thereto) and the effect of which in thejudgment of the Representative makes it impracticable or inadvisable to proceedwith the offering, sale or delivery of the Securities on the terms and in themanner contemplated by this Agreement, the Time of Sale Information and theOffering Memorandum.

##  

## (d)           *Officer’sCertificate*.  TheRepresentative shall have received on and as of the Closing Date a certificateof an executive officer of the Company who has specific knowledge of theCompany’s financial matters and is reasonably satisfactory to theRepresentative (i) confirming that such officer has carefully reviewed theTime of Sale Information and the Offering Memorandum and, to the knowledge ofsuch officer, the representations set forth in Sections 3(a) and 3(b) hereofare true and correct, (ii) confirming that the other representations andwarranties of the Company and the Subsidiary Guarantors in this Agreement aretrue and correct and that the Company and the Subsidiary Guarantors havecomplied with all agreements and satisfied all conditions on their part to beperformed or satisfied hereunder at or prior to the Closing Date and (iii) tothe effect set forth in paragraphs (b) and (c) above.

##  

## (e)           *ComfortLetters*.  (i) On the dateof this Agreement and on the Closing Date, Deloitte &Touche LLP shall have furnished to theRepresentative, at the request of the Company, letters, dated the respectivedates of delivery thereof and addressed to the Initial Purchasers, in form andsubstance reasonably satisfactory to the Representative, containing statementsand information of the type customarily included in accountants’ “comfortletters” to underwriters with respect to the financial statements and certainfinancial information of the Company and its consolidated subsidiariescontained or incorporated by reference in each of the Time of Sale Informationand the Offering Memorandum; provided that the letter delivered on theClosing Date shall use a “cut-off” date no more than three business days priorto the Closing Date; and (ii) on the date of this Agreement and on theClosing Date, MSPC Certified Public Accountants and Advisors, P.C. shall havefurnished to the Representative, at the request of the Company, letters, datedthe respective dates of delivery thereof and addressed to the InitialPurchasers, in form and substance reasonably satisfactory to theRepresentative, containing statements and information of the type customarilyincluded in accountants’ “comfort letters” to underwriters with respect to thefinancial statements and certain financial information of Arlington and its consolidatedsubsidiaries incorporated by reference in each of the Time of Sale Informationand the Offering Memorandum; provided that the letter delivered on theClosing Date shall use a “cut-off” date no more than three business days priorto the Closing Date.

##  

## (f)            *Opinionand 10b-5 Statement of Counsel for the Company. *(i) Kramer Levin Naftalis & Frankel LLP, U.S.counsel for the Company and the Subsidiary Guarantors, shall have furnished tothe Representative, at the request of the Company, their written opinions and10b-5 statement, dated the Closing Date and addressed to the InitialPurchasers, in form and substance reasonably satisfactory to theRepresentative, to the effect substantially as set forth in Annex D-1 hereto; (ii) Reeder &Simpson P.C., Marshall Islands counsel for the Company and the SubsidiaryGuarantors, shall have furnished to the Representative, at the request of theCompany, their written opinions, dated the Closing Date and addressed to theInitial Purchasers, in form and substance reasonably satisfactory to theRepresentative, to the effect substantially as set forth in Annex D-2 hereto; (iii) GeorgeE. Henries, Esq., Liberia counsel for the Company, shall have furnished tothe Representative, at the request of the Company and the SubsidiaryGuarantors, his written opinions, dated the Closing Date and addressed to theInitial Purchasers, 

 

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## in form and substance reasonablysatisfactory to the Representative, to the effect substantially as set forth inAnnex D-3 hereto; (iv) Appleby Global, Bermuda counsel for the Company andthe Subsidiary Guarantors, shall have furnished to the Representative, at therequest of the Company, their written opinions, dated the Closing Date andaddressed to the Initial Purchasers, in form and substance reasonablysatisfactory to the Representative, to the effect substantially as set forth inAnnex D-4 hereto; (v) Allen and Gledhill LLP, Singapore counsel for theCompany and the Subsidiary Guarantors, shall have furnished to theRepresentative, at the request of the Company, their written opinions, datedthe Closing Date and addressed to the Initial Purchasers, in form and substancereasonably satisfactory to the Representative, to the effect substantially asset forth in Annex D-5 hereto; (vi) Albuquerque & Associados,Portuguese counsel for the Company and the Subsidiary Guarantors, shall havefurnished to the Representative, at the request of the Company, their writtenopinions, dated the Closing Date and addressed to the Initial Purchasers, inform and substance reasonably satisfactory to the Representative, to the effectsubstantially as set forth in Annex D-6 hereto; (vii) Goltsblat BLP,Russia counsel for the Company and the Subsidiary Guarantors, shall havefurnished to the Representative, at the request of the Company, their writtenopinions, dated the Closing Date and addressed to the Initial Purchasers, inform and substance reasonably satisfactory to the Representative, to the effectsubstantially as set forth in Annex D-7 hereto; and (viii) Seward &Kissel LLP, special counsel to the Company, shall have furnished to theRepresentative, at the request of the Company, their written opinions, datedthe Closing Date and addressed to the Initial Purchasers, in form and substancereasonably satisfactory to the Representative, to the effect substantially asset forth in Annex D-8 hereto.

##  

## (g)           *Opinionand 10b-5 Statement of Counsel for the Initial Purchasers*.  The Representative shall have received on andas of the Closing Date an opinion and 10b-5 statement of Simpson Thacher &Bartlett LLP, counsel for the Initial Purchasers, with respect to such mattersas the Representative may reasonably request, and such counsel shall havereceived such documents and information as they may reasonably request toenable them to pass upon such matters.

##  

## (h)           *NoLegal Impediment to Issuance*. No action shall have been taken and no statute, rule, regulation ororder shall have been enacted, adopted or issued by any federal, state orforeign governmental or regulatory authority that would, as of the ClosingDate, prevent the issuance or sale of the Securities or the issuance of theSubsidiary Guarantees; and no injunction or order of any federal, state orforeign court shall have been issued that would, as of the Closing Date,prevent the issuance or sale of the Securities or the issuance of theSubsidiary Guarantees.

##  

## (i)            *GoodStanding*.  The Representativeshall have received on and as of the Closing Date satisfactory evidence of thegood standing of the Company and its subsidiaries, in their respectivejurisdictions of organization and their good standing in such otherjurisdictions as the Representative may reasonably request, in each case inwriting or any standard form of telecommunication from the appropriategovernmental authorities of such jurisdictions.

##  

## (j)            *RegistrationRights Agreement.*  The InitialPurchasers shall have received a counterpart of the Registration RightsAgreement that shall have been executed and delivered by a duly authorizedofficer of the Company and each of the Subsidiary Guarantors.

##  

## (k)           *DTC.*  The Securities shall be eligible forclearance and settlement through DTC.

 

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## (l)            *Amendmentto Amended and Restated Credit Agreement*.  The amendment, dated as of October 27,2009, to the Company’s Amended and Restated Credit Agreement as described ineach of the Time of Sale Information and the Offering Memorandum, shall becomeeffective as of the Closing Date and upon consummation of the transactionscontemplated hereby.

##  

## (m)          *Additional Documents*.  On or prior to the Closing Date, the Companyand the Subsidiary Guarantors shall have furnished to the Representative suchfurther certificates and documents as the Representative may reasonablyrequest.

##  

All opinions, letters, certificates andevidence mentioned above or elsewhere in this Agreement shall be deemed to bein compliance with the provisions hereof only if they are in form and substancereasonably satisfactory to counsel for the Initial Purchasers.

 

7.             Indemnificationand Contribution.

 

## (a)           *Indemnificationof the Initial Purchasers*. The Company and each of the Subsidiary Guarantors jointly and severallyagree to indemnify and hold harmless each Initial Purchaser, its affiliates,directors and officers and each person, if any, who controls such InitialPurchaser within the meaning of Section 15 of the Securities Act or Section 20of the Exchange Act, from and against any and all losses, claims, damages andliabilities (including, without limitation, reasonable legal fees and otherexpenses incurred in connection with any suit, action or proceeding or anyclaim asserted, as such fees and expenses are incurred), joint or several, thatarise out of, or are based upon, any untrue statement or alleged untruestatement of a material fact contained in the Preliminary Offering Memorandum,any of the other Time of Sale Information, any Issuer Written Communication orthe Offering Memorandum (or any amendment or supplement thereto), or anyomission or alleged omission to state therein a material fact necessary inorder to make the statements therein, in the light of the circumstances underwhich they were made, not misleading, in each case except insofar as suchlosses, claims, damages or liabilities arise out of, or are based upon, anyuntrue statement or omission or alleged untrue statement or omission made inreliance upon and in conformity with any information relating to any InitialPurchaser furnished to the Company in writing by such Initial Purchaser throughthe Representative expressly for use therein.

##  

## (b)           *Indemnificationof the Company and the Subsidiary Guarantors*.  Each Initial Purchaser agrees, severally andnot jointly, to indemnify and hold harmless the Company, each of the SubsidiaryGuarantors, each of their respective directors and officers and each person, ifany, who controls the Company or any of the Subsidiary Guarantors within themeaning of Section 15 of the Securities Act or Section 20 of theExchange Act to the same extent as the indemnity set forth in paragraph (a) above,but only with respect to any losses, claims, damages or liabilities that ariseout of, or are based upon, any untrue statement or omission or alleged untruestatement or omission made in reliance upon and in conformity with anyinformation relating to such Initial Purchaser furnished to the Company inwriting by such Initial Purchaser through the Representative expressly for usein the Preliminary Offering Memorandum, any of the other Time of SaleInformation, any Issuer Written Communication or the Offering Memorandum (orany amendment or supplement thereto), it being understood and agreed that theonly such information consists of the following: the third and fourth sentencesof the fourteenth paragraph and the sixteenth paragraph.

 

21

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##  

## (c)           *Noticeand Procedures*.  If any suit,action, proceeding (including any governmental or regulatory investigation),claim or demand shall be brought or asserted against any person in respect ofwhich indemnification may be sought pursuant to either paragraph (a) or (b) above,such person (the “Indemnified Person”) shall promptly notify the person againstwhom such indemnification may be sought (the “Indemnifying Person”) in writing;provided that the failure to notify the Indemnifying Person shall not relieveit from any liability that it may have under paragraph (a) or (b) aboveexcept to the extent that it has been materially prejudiced (through theforfeiture of substantive rights or defenses) by such failure; and provided,further, that the failure to notify the Indemnifying Person shall notrelieve it from any liability that it may have to an Indemnified Personotherwise than under paragraph (a) or (b) above.  If any such proceeding shall be brought orasserted against an Indemnified Person and it shall have notified theIndemnifying Person thereof, the Indemnifying Person shall retain counselreasonably satisfactory to the Indemnified Person (who shall not, without theconsent of the Indemnified Person, be counsel to the Indemnifying Person) torepresent the Indemnified Person and any others entitled to indemnificationpursuant to Section 7 that the Indemnifying Person may designate in suchproceeding and shall pay the fees and expenses of counsel related to suchproceeding, as incurred.  In any such proceeding,any Indemnified Person shall have the right to retain its own counsel, but thefees and expenses of such counsel shall be at the expense of such IndemnifiedPerson unless (i) the Indemnifying Person and the Indemnified Person shallhave mutually agreed to the contrary; (ii) the Indemnifying Person hasfailed within a reasonable time to retain counsel reasonably satisfactory tothe Indemnified Person; (iii) the Indemnified Person shall have reasonablyconcluded that there may be legal defenses available to it that are differentfrom or in addition to those available to the Indemnifying Person; or (iv) thenamed parties in any such proceeding (including any impleaded parties) includeboth the Indemnifying Person and the Indemnified Person and representation ofboth parties by the same counsel would be inappropriate due to actual orpotential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, inconnection with any proceeding or related proceeding in the same jurisdiction,be liable for the fees and expenses of more than one separate firm (in additionto any local counsel) for all Indemnified Persons, and that all such fees andexpenses shall be reimbursed as they are incurred.  Any such separate firm for any InitialPurchaser, its affiliates, directors and officers and any control persons ofsuch Initial Purchaser shall be designated in writing by J.P. Morgan SecuritiesInc. and any such separate firm for the Company, the Subsidiary Guarantors,their respective directors, officers and any control persons of the Company andthe Subsidiary Guarantors shall be designated in writing by the Company.  The Indemnifying Person shall not be liablefor any settlement of any proceeding effected without its written consent, butif settled with such consent or if there be a final judgment for the plaintiff,the Indemnifying Person agrees to indemnify each Indemnified Person from andagainst any loss or liability by reason of such settlement or judgment.  No Indemnifying Person shall, without thewritten consent of the Indemnified Person, effect any settlement of any pendingor threatened proceeding in respect of which any Indemnified Person is or couldhave been a party and indemnification could have been sought hereunder by suchIndemnified Person, unless such settlement (x) includes an unconditionalrelease of such Indemnified Person, in form and substance reasonablysatisfactory to such Indemnified Person, from all liability on claims that arethe subject matter of such proceeding and (y) does not include anystatement as to or any admission of fault, culpability or a failure to act byor on behalf of any Indemnified Person.

 

22

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## (d)           *Contribution*.  If the indemnification provided for inparagraphs (a) and (b) above is unavailable to an Indemnified Personor insufficient in respect of any losses, claims, damages or liabilitiesreferred to therein, then each Indemnifying Person under such paragraph, inlieu of indemnifying such Indemnified Person thereunder, shall contribute tothe amount paid or payable by such Indemnified Person as a result of suchlosses, claims, damages or liabilities (i) in such proportion as isappropriate to reflect the relative benefits received by the Company and theSubsidiary Guarantors on the one hand and the Initial Purchasers on the otherfrom the offering of the Securities or (ii) if the allocation provided byclause (i) is not permitted by applicable law, in such proportion as isappropriate to reflect not only the relative benefits referred to in clause (i) butalso the relative fault of the Company and the Subsidiary Guarantors on the onehand and the Initial Purchasers on the other in connection with the statementsor omissions that resulted in such losses, claims, damages or liabilities, aswell as any other relevant equitable considerations.  The relative benefits received by the Companyand the Subsidiary Guarantors on the one hand and the Initial Purchasers on theother shall be deemed to be in the same respective proportions as the netproceeds (before deducting expenses) received by the Company from the sale ofthe Securities and the total discounts and commissions received by the InitialPurchasers in connection therewith, as provided in this Agreement, bear to theaggregate offering price of the Securities. The relative fault of the Company and the Subsidiary Guarantors on theone hand and the Initial Purchasers on the other shall be determined byreference to, among other things, whether the untrue or alleged untruestatement of a material fact or the omission or alleged omission to state amaterial fact relates to information supplied by the Company or any SubsidiaryGuarantor or by the Initial Purchasers and the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent suchstatement or omission.

##  

## (e)           *Limitationon Liability*.  The Company,the Subsidiary Guarantors and the Initial Purchasers agree that it would not bejust and equitable if contribution pursuant to this Section 7 weredetermined by prorata allocation (even if the Initial Purchaserswere treated as one entity for such purpose) or by any other method ofallocation that does not take account of the equitable considerations referredto in paragraph (d) above.  Theamount paid or payable by an Indemnified Person as a result of the losses,claims, damages and liabilities referred to in paragraph (d) above shallbe deemed to include, subject to the limitations set forth above, any legal orother expenses incurred by such Indemnified Person in connection with any suchaction or claim.  Notwithstanding theprovisions of this Section 7, in no event shall an Initial Purchaser berequired to contribute any amount in excess of the amount by which the totaldiscounts and commissions received by such Initial Purchaser with respect tothe offering of the Securities exceeds the amount of any damages that suchInitial Purchaser has otherwise been required to pay by reason of such untrueor alleged untrue statement or omission or alleged omission.    No person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of theSecurities Act) shall be entitled to contribution from any person who was notguilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 7are several in proportion to their respective purchase obligations hereunderand not joint.

##  

## (f)            *Non-Exclusive Remedies*.  The remedies provided for in this Section 7are not exclusive and shall not limit any rights or remedies that may otherwisebe available to any Indemnified Person at law or in equity.

 

23

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8.             Effectivenessof Agreement.  This Agreement shallbecome effective upon  the execution anddelivery hereof by the parties hereto.

 

9.             Termination.  This Agreement may be terminated in theabsolute discretion of the Representative, by notice to the Company, if afterthe execution and delivery of this Agreement and on or prior to the ClosingDate (i) trading generally shall have been suspended or materially limitedon the New York Stock Exchange or the over-the-counter market; (ii) tradingof any securities issued or guaranteed by the Company or any of the SubsidiaryGuarantors shall have been suspended on any exchange or in any over the countermarket; (iii) a general moratorium on commercial banking activities shallhave been declared by federal or New York State authorities; or (iv) thereshall have occurred any outbreak or escalation of hostilities or any change infinancial markets or any calamity or crisis, either within or outside theUnited States, that, in the judgment of the Representative, is material andadverse and makes it impracticable or inadvisable to proceed with the offering,sale or delivery of the Securities on the terms and in the manner contemplatedby this Agreement, the Time of Sale Information and the Offering Memorandum.

 

10.           DefaultingInitial Purchaser.  (a)  If, onthe Closing Date, any Initial Purchaser defaults on its obligation to purchasethe Securities that it has agreed to purchase hereunder, the non-defaultingInitial Purchasers may in their discretion arrange for the purchase of suchSecurities by other persons satisfactory to the Company on the terms containedin this Agreement.  If, within 36 hoursafter any such default by any Initial Purchaser, the non-defaulting InitialPurchasers do not arrange for the purchase of such Securities, then the Companyshall be entitled to a further period of 36 hours within which to procure otherpersons satisfactory to the non-defaulting Initial Purchasers to purchase suchSecurities on such terms.  If otherpersons become obligated or agree to purchase the Securities of a defaultingInitial Purchaser, either the non-defaulting Initial Purchasers or the Companymay postpone the Closing Date for up to five full business days in order toeffect any changes that in the opinion of counsel for the Company or counselfor the Initial Purchasers may be necessary in each of the Time of SaleInformation, the Offering Memorandum or in any other document or arrangement,and the Company agrees to promptly prepare any amendment or supplement to theTime of Sale Information or the Offering Memorandum that effects any suchchanges.  As used in this Agreement, theterm “Initial Purchaser” includes, for all purposes of this Agreement unlessthe context otherwise requires, any person not listed in Schedule 1 heretothat, pursuant to this Section 10, purchases Securities that a defaultingInitial Purchaser agreed but failed to purchase.

 

## (b)           If, after giving effect to anyarrangements for the purchase of the Securities of a defaulting InitialPurchaser or Initial Purchasers by the non-defaulting Initial Purchasers and theCompany as provided in paragraph (a) above, the aggregate principal amountof such Securities that remains unpurchased does not exceed one-eleventh of theaggregate principal amount of all the Securities, then the Company shall havethe right to require each non-defaulting Initial Purchaser to purchase theprincipal amount of Securities that such Initial Purchaser agreed to purchasehereunder plus such Initial Purchaser’s prorata share (based onthe principal amount of Securities that such Initial Purchaser agreed topurchase hereunder) of the Securities of such defaulting Initial Purchaser orInitial Purchasers for which such arrangements have not been made.

 

24

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## (c)           If, after giving effect to anyarrangements for the purchase of the Securities of a defaulting InitialPurchaser or Initial Purchasers by the non-defaulting Initial Purchasers andthe Company as provided in paragraph (a) above, the aggregate principalamount of such Securities that remains unpurchased exceeds one-eleventh of theaggregate principal amount of all the Securities, or if the Company shall notexercise the right described in paragraph (b) above, then this Agreementshall terminate without liability on the part of the non-defaulting InitialPurchasers.  Any termination of thisAgreement pursuant to this Section 10 shall be without liability on thepart of the Company or the Subsidiary Guarantors, except that the Company andthe Subsidiary Guarantors will continue to be liable for the payment ofexpenses as set forth in Section 11 hereof and except that the provisionsof Section 7 hereof shall not terminate and shall remain in effect.

##  

## (d)           Nothing contained herein shallrelieve a defaulting Initial Purchaser of any liability it may have to theCompany, the Subsidiary Guarantors or any non-defaulting Initial Purchaser fordamages caused by its default.

##  

11.           Paymentof Expenses. (a)  Whether or not the transactions contemplated by thisAgreement are consummated or this Agreement is terminated, the Company and eachof the Subsidiary Guarantors jointly and severally agree to pay or cause to bepaid all costs and expenses incident to the performance of their respectiveobligations hereunder, including without limitation, (i) the costsincident to the authorization, issuance, sale, preparation and delivery of theSecurities and the Subsidiary Guarantees and any taxes payable in thatconnection; (ii) the costs incident to the preparation and printing of thePreliminary Offering Memorandum, any other Time of Sale Information, any IssuerWritten Communication and the Offering Memorandum (including any amendment orsupplement thereto) and the distribution thereof; (iii) the costs ofreproducing and distributing each of the Transaction Documents; (iv) thefees and expenses of the Company’s and the Subsidiary Guarantors’ counsel andindependent accountants; (v) the fees and expenses incurred in connectionwith the registration or qualification and determination of eligibility forinvestment of the Securities under the laws of such jurisdictions as theRepresentative may designate and the preparation, printing and distribution ofa Blue Sky Memorandum (including the related reasonable fees and expenses ofcounsel for the Initial Purchasers); (vi) any fees charged by ratingagencies for rating the Securities; (vii) the fees and expenses of theTrustee and any paying agent (including related fees and expenses of anycounsel to such parties); (viii) all expenses and application feesincurred in connection with the application for the approval of the Securitiesfor book-entry transfer by DTC; and (ix) all expenses incurred by theCompany in connection with any “road show” presentation to potential investorsprovided that notwithstanding clause (ix) above, the Initial Purchasersshall pay one-half of the expenses associated with any airplane which is usedfor the purposes of such “road show” presentations.

 

## (b)           If (i) this Agreement isterminated pursuant to Section 9, (ii), the Company for any reason failsto tender the Securities for delivery to the Initial Purchasers or (iii) theInitial Purchasers decline to purchase the Securities because any of theconditions set forth in Section 6 of this Agreement has not beensatisfied, the Company and the Subsidiary Guarantors jointly and severallyagree to reimburse the Initial Purchasers for all out-of-pocket costs andexpenses (including the fees and expenses of their counsel) reasonably incurredby the Initial Purchasers in connection with this Agreement and the offeringcontemplated hereby.

 

25

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12.           PersonsEntitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon theparties hereto and their respective successors and any controlling personsreferred to herein, and the affiliates, the officers and directors of eachInitial Purchaser referred to in Section 7 hereof.  Nothing in this Agreement is intended orshall be construed to give any other person any legal or equitable right, remedyor claim under or in respect of this Agreement or any provision containedherein.  No purchaser of Securities fromany Initial Purchaser shall be deemed to be a successor merely by reason ofsuch purchase.

 

13.           Survival.  The respective indemnities, rights ofcontribution, representations, warranties and agreements of the Company, theSubsidiary Guarantors and the Initial Purchasers and the provisions set forthin Section 11(b), 12 and 15 hereof, contained in this Agreement or made byor on behalf of the Company, the Subsidiary Guarantors or the InitialPurchasers pursuant to this Agreement or any certificate delivered pursuanthereto shall survive the delivery of and payment for the Securities and shallremain in full force and effect, regardless of any termination of thisAgreement or any investigation made by or on behalf of the Company or theInitial Purchasers.

 

14.           CertainDefined Terms.  For purposes of thisAgreement, (a) except where otherwise expressly provided, the term “affiliate”has the meaning set forth in Rule 405 under the Securities Act; (b) theterm “business day” means any day other than a day on which banks are permittedor required to be closed in New York City; (c) the term “subsidiary” hasthe meaning set forth in Rule 405 under the Securities Act and (d) theterm “written communication” has the meaning set forth in Rule 405 underthe Securities Act.

 

15.           Miscellaneous.  (a)  *Authorityof the Representative*.  Anyaction by the Initial Purchasers hereunder may be taken by J.P. MorganSecurities Inc., on behalf of the Initial Purchasers, and any such action takenby J.P. Morgan Securities Inc. shall be binding upon the Initial Purchasers.

 

## (b)           *Notices*.  All notices and other communicationshereunder shall be in writing and shall be deemed to have been duly given ifmailed or transmitted and confirmed by any standard form oftelecommunication.  Notices to theInitial Purchasers shall be given to the Representative c/o J.P. MorganSecurities Inc., 270 Park Avenue, New York, New York 10017 (fax: 212-270-1063),Attention: Lawrence Landry.  Notices tothe Company and the Subsidiary Guarantors shall be given to them at GeneralMaritime Corporation, 299 Park Avenue, 2nd Floor, New York, NY10171, (fax: 212-763-5607; Attention: Jeffrey D. Pribor.

##  

## (c)           *GoverningLaw*.  This Agreement shall begoverned by and construed in accordance with the laws of the State of New York.

##  

## (d)           *Submission of Jurisdiction. *Each of the Company and theSubsidiary Guarantors hereby submits to the non-exclusive jurisdiction of theU.S. federal and state courts in the Borough of Manhattan in New York City inany suit or proceeding arising out of or relating to this Agreement or thetransactions contemplated hereby. The Company and the Subsidiary Guarantorsirrevocably waive, to the fullest extent permitted by law, any objection to anysuit, action, or proceeding that may be brought in connection with thisAgreement in such courts whether on the grounds of venue, residence or domicileor on the ground that any such suit, 

 

26

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## action or proceeding has beenbrought in an inconvenient forum.  Eachof the Company and the Subsidiary Guarantors irrevocably appoints CorporationService Company, as its authorized agent in the Borough of Manhattan in NewYork City upon which process may be served in any such suit, action orproceeding, and agrees that service of process upon such agent, and writtennotice of said service to the Company or any of the Subsidiary Guarantor, asapplicable, by the person serving the same to the address provided in Section 15(b),shall be deemed in every respect effective service of process upon the Companyor any of the Subsidiary Guarantors, as applicable, in any such suit, action orproceeding. Each of the Company and the Subsidiary Guarantors further agrees totake any and all action as may be necessary to maintain such designation andappointment of such agent in full force and effect for a period of nine yearsfrom the date of this Agreement. Nothing in this Section 15(d) shallaffect the right of any party to serve legal process in any other mannerpermitted by law or affect the right of any party to bring any suit, action orproceeding against any other party or its property in the courts of otherjurisdictions.

##  

## (e)           *Judgment Currency.*Each of the Company and the SubsidiaryGuarantors agrees, jointly andseverally, to indemnify each InitialPurchaser, its affiliates, directors and officers and each person, if any, whocontrols such Initial Purchaser within the meaning of Section 15 of theSecurities Act or Section 20 of the Exchange Act against any loss incurred, as incurred, as a result of anyjudgment being given in connection with this Agreement for whichindemnification is provided by any such person and any such judgment or orderbeing paid in a currency (the “Judgment Currency”)****other than U.S. dollars as a result of any variation asbetween (i) the spot rate of exchange in New York at which the JudgmentCurrency would have been convertible into U.S. dollars as of the date suchjudgment or order is entered, and (ii) the spot rate of exchange at whichthe indemnified party is first able to purchase U.S. dollars with the amount ofJudgment Currency actually received by the indemnified party. The foregoingindemnity shall constitute a separate and independent, several and not joint,obligation of the Company and the Subsidiary Guarantors, on the one hand, andeach Initial Purchaser, on the other, and shall continue in full force and effectnotwithstanding any such judgment or order. The term “spot rate of exchange”****shall include any premiums and costs ofexchange payable in connection with the purchase of, or conversion or, therelevant currency.

##  

## (f)            *Counterparts*.This Agreement may be signed in counterparts (which may include counterpartsdelivered by any standard form of telecommunication), each of which shall be anoriginal and all of which together shall constitute one and the sameinstrument.

##  

## (g)           *Amendmentsor Waivers*.  No amendment orwaiver of any provision of this Agreement, nor any consent or approval to anydeparture therefrom, shall in any event be effective unless the same shall bein writing and signed by the parties hereto.

##  

## (h)           *Headings*.  The headings herein are included forconvenience of reference only and are not intended to be part of, or to affectthe meaning or interpretation of, this Agreement.

 

27

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If the foregoing is in accordance with yourunderstanding, please indicate your acceptance of this Agreement by signing inthe space provided below.

 

 
|   | Very  truly yours,                       |
|--------|------------------------------------------|
|   |                                     |
|   | GENERAL  MARITIME CORPORATION            |
|   |                                     |
|   |                                     |
|   | By                                       | /s/  John C. Georgiopoulos |
|   |                                     | Name: | John  C. Georgiopoulos |
|   |                                     | Title: | EVP,  Treasurer and Secretary |
|   |                                     |   |
|   | Subsidiary Guarantors:                   |
|   |                                     |
|   | GENERAL MARITIME  SUBSIDIARY CORPORATION |
|   |                                     |
|   |                                     |
|   | By                                       | /s/  Jeffrey D. Pribor |
|   |                                     | Name: | Jeffrey  D. Pribor |
|   |                                     | Title: | President |
|   |                                     |
|   | GENERAL MARITIME  MANAGEMENT LLC         |
|   |                                     |
|   |                                     |
|   | By                                       | /s/  Milton H. Gonzales |
|   |                                     | Name: | Milton  H. Gonzales |
|   |                                     | Title: | Manager  and Technical Director |
|        |                                          |  |  |  |

 

----

 
|   | GMR AGAMEMNON LLC      |
|--------|------------------------|
|   | GMR AJAX LLC           |
|   | GMR  ALEXANDRA LLC     |
|   | GMR  ARGUS LLC         |
|   | GMR CHARTERING LLC     |
|   | GMR CONSTANTINE LLC    |
|   | GMR DAPHNE LLC         |
|   | GMR DEFIANCE LLC       |
|   | GMR ELEKTRA 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 ST. NIKOLAS LLC    |
|   | GMR SPYRIDON LLC       |
|   | GMR STRENGTH LLC       |
|   |                   |
|   |                   |
|   | By                     | /s/  John C. Georgiopoulos |
|   |                   | Name: | John  C. Georgiopoulos |
|   |                   | Title: | Manager |
|   |                   |
|   | ARLINGTON TANKERS LTD. |
|   | VISION LTD.            |
|   | VICTORY LTD.           |
|   | COMPANION LTD.         |
|   | COMPATRIOT LTD.        |
|   | CONCORD LTD.           |
|   | CONSUL LTD.            |
|   | CONCEPT LTD.           |
|   | CONTEST LTD.           |
|   |                   |
|   |                   |
|   | By                     | /s/  John C. Georgiopoulos |
|   |                   | Name: | John  C. Georgiopoulos |
|   |                   | Title: | Director |
|        |                        |  |  |  |

 

[Signaturepage to the Purchase Agreement]

 

----

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

 

[Signaturepage to the Purchase Agreement]

 

----

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

 

[Signaturepage to the Purchase Agreement]

 

----

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

 

[Signaturepage to the Purchase Agreement]

 

----

 
| Accepted:  November 5, 2009                                                           |
|--------------------------------------------------------------------------------------------|
|                                                                                       |
|                                                                                       |
| J.P.  MORGAN SECURITIES INC.                                                               |
|                                                                                       |
| For  itself and on behalf of the  several Initial Purchasers listed  in Schedule 1 hereto. |
|                                                                                       |
|                                                                                       |
| By                                                                                         | /s/  Stathis Karanikolaidis |   |
|                                                                                       |
| Authorized  Signatory                                                                      |
|                                                                                       |
| Stathis  Karanikolaidis                                                                    |
| Executive Director                                                                         |

 

[Signaturepage to the Purchase Agreement]

 

----

 

Schedule 1

 
| **Initial  Purchaser**                  | ** ** | **Principal Amount** | ** **  |
|-----------------------------------------|------------|----------------------|-------------|
| J.P. Morgan Securities Inc.             |       | $                    | 111,000,000 |   |
| Goldman, Sachs & Co.           |       | 105,000,000          |        |
| Citigroup Global Markets Inc.           |       | 18,000,000           |        |
| RBS Securities Inc.                     |       | 18,000,000           |        |
| Credit Suisse  Securities (USA) LLC     |       | 13,500,000           |        |
| Jefferies & Company, Inc. |       | 13,500,000           |        |
| UBS Securities LLC                      |       | 13,500,000           |        |
| DnB NOR Markets, Inc.              |       | 7,500,000            |        |
|                                    |       |                 |        |
| Total                                   |       | $                    | 300,000,000 |   |

 

S-1

----

 

Schedule 2

 

**Subsidiaries Guarantors**

 

General Maritime SubsidiaryCorporation

General Maritime ManagementLLC

GeneralMaritime Management (Portugal) LDA.

GeneralMaritime Management (Portugal) Limitada

GeneralMaritime Crewing Pte Ltd. (Singapore Corporation)

GeneralMaritime Crewing Ltd. (Russia Corporation)

GMR Agamemnon LLC

GMR Ajax LLC

GMRAlexandra LLC

GMRArgus LLC

GMR Chartering LLC

GMR Constantine LLC

GMR Daphne

GMR Defiance LLC

GMR Electra

GMR George T

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 St. Nikolas LLC

GMR Spyridon LLC

GMR Strength LLC

Arlington Tankers Ltd.

Vision Ltd.

Victory Ltd.

Companion Ltd.

Compatriot Ltd.

Concord Ltd.

Consul Ltd.

Concept Ltd.

Contest Ltd.

 

S-2

----

 

Schedule 3

 

**Subsidiaries**

 

General Maritime SubsidiaryCorporation

General Maritime ManagementLLC

General Maritime Management(UK) LLC

General Maritime Management(Hellas) Ltd.

General Maritime Management(Portugal) LDA.

General Maritime Management(Portugal) Limitada

General Maritime Crewing PteLtd. (Singapore Corporation)

General Maritime CrewingLtd. (Russia Corporation)

GMR Administration Corp.

GMR Agamemnon LLC

GMRAjax LLC

GMRAlexandra LLC

GMR Argus LLC

GMR Chartering LLC

GMR Constantine LLC

GMR Daphne

GMR Defiance LLC

GMR Electra

GMRGeorge T

GMR GPLLC

GMR Gulf LLC

GMR Harriet G. LLC

GMR Hope LLC

GMR Horn LLC

GMR Kara G LLC

GMR Limited LLC

GMR Minotaur LLC

GMR Orion LLC

GMR Phoenix LLC

GMR Princess LLC

GMR Progress LLC

GMR Revenge LLC

GMR St. Nikolas LLC

GMR Spyridon LLC

GMR Star LLC

GMR Strength LLC

GMR Trader LLC

GMR Trust LLC

Arlington Tankers Ltd.

Vision Ltd.

Victory Ltd.

Companion Ltd.

Compatriot Ltd.

Concord Ltd.

Consul Ltd.

Concept Ltd.

Contest Ltd.

Arlington Tankers, LLC

 

S-3

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Annex A

 

**Additional Time of Sale Information**

 

1.   Term sheet containing the terms of thesecurities, substantially in the form of Annex B.

 

A

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Annex B

 
| **Supplement,  dated November 6, 2009, to**                  | ** ** | **Strictly confidential** |
|-------------------------------------------------------------------|------------|---------------------------|
| **Preliminary  offering memorandum, dated October 30, 2009** | ** ** | ** **                |

 

**General MaritimeCorporation**

**$300,000,000 12.0% SeniorNotes due 2017**

 

ThisSupplement is qualified in its entirety by reference to the PreliminaryOffering Memorandum.  The information inthis Supplement supplements the Preliminary Offering Memorandum and supersedesthe information in the Preliminary Offering Memorandum to the extent it isinconsistent with the information in the Preliminary Offering Memorandum .  Capitalized terms used in this Supplement butnot defined have the meanings given them in the Preliminary OfferingMemorandum.

 

The notes have not beenregistered under the Securities Act of 1933, as amended, or the securities lawsof any other place.  We are offering thenotes only to qualified institutional buyers under Rule 144A and tonon-U.S. persons outside the United States under Regulation S.

 

This material is confidential and is for yourinformation only and is not intended to be used by anyone other than you.  This information does not purport to be acomplete description of the Notes or the offering.  Please refer to the Preliminary OfferingMemorandum for a complete description.

 

**Pricing Term Sheet****:**

 

| Issuer:                          |   | General Maritime  Corporation                                                   |
|----------------------------------|--------|---------------------------------------------------------------------------------|
| Size:                            |   | $300,000,000                                                                    |
| Maturity:                        |   | November 15, 2017                                                          |
| Coupon:                          |   | 12.0%                                                                           |
| Price:                           |   | 97.512% of face amount                                                          |
| Yield to Maturity:               |   | 12.50%                                                                          |
| Spread to Benchmark  Treasury:   |   | + 922basis points                                                               |
| Benchmark Treasury:              |   | UST 4.25% due  11/15/2017                                                       |
| Interest Payment Dates:          |   | May 15 and  November 15 of each year, commencing on May 15, 2010 |
| Record Dates:                    |   | May 1 and  November 1                                                 |
| Gross Proceeds:                  |   | $292,536,000                                                                    |
| Optional Redemption  Provisions: |   |                                                                            |
| First  Call Date:                |   | November 15, 2013                                                          |
| Redemption  Prices:              |   |                                                                            |
|                             |   | Commencing  November 15, 2013:                                             | 106.000% |
|                             |   | Commencing  November 15, 2014:                                             | 103.000% |
|                             |   | Commencing  November 15, 2015 and thereafter:  100.000%               |   |
| Make-Whole  Call:                |   | Before the first call  date at a discount rate of Treasury plus 50 basis points |
| Equity  Clawback:                |   | Prior to 2012, up to  35% may be redeemed at 112.000%                           |
| Tax  Redemption:                 |   | In the event of certain  changes in tax law, at 100%                            |

 

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| Change of Control:            |   | Put at 101%                                                |
|-------------------------------|--------|------------------------------------------------------------|
| Trade Date:                   |   | November 6, 2009                                      |
| Settlement:                   |   | T+3; November 12,  2009                               |
| Denominations:                |   | $2,000 and integral  multiples of $1,000 in excess thereof |
| CUSIP/ISIN:                   |   | Rule 144A:  370290AD0 / US370290AD01                  |
|                          |   | Regulation S: Y2693RAA9  / USY2693RAA96                    |
| Form of Offering:        |   | Rule 144A/  Regulation S with registration rights     |
| Ratings:                      |   | Moody’s: B3                                           |
|                          |   | S&P: B                                                 |
| Joint Book-Running  Managers: |   | J.P. Morgan Securities  Inc.                               |
|                          |   | Goldman,  Sachs & Co.                             |
| Co-Managers:                  |   | Citigroup Global  Markets Inc.                             |
|                          |   | Credit Suisse Securities (USA) LLC                         |
|                          |   | DnB NOR  Markets, Inc.                                |
|                          |   | Jefferies &  Company, Inc.                   |
|                          |   | RBS Securities Inc.                                        |
|                          |   | UBS Securities LLC                                         |

 

**Changes from Preliminary Offering Memorandum****:**

 

**AdditionalChanges to the Description of Notes:**

 

Thefollowing are changes to the terms of the indenture governing the Notesdescribed in the Preliminary Offering Memorandum.

 

**A. ***Limitation on Indebtedness.* The first paragraph under “Limitation on indebtedness” shall be replacedwith the following:

 

“The Company will not, and will not permit any of itsRestricted Subsidiaries to, Incur any Indebtedness; *provided*, *however*,that the Company and the Subsidiary Guarantors may Incur Indebtedness if on thedate thereof (1) the Consolidated Coverage Ratio for the Company and itsRestricted Subsidiaries is at least 2.25 to 1.00.”

 

**B. ***Limitation on Restricted Payments.* Clause (14) of the second paragraph under “Limitation on restrictedpayments” shall be replaced with the following:

 

“14) so long as no default has occurred and iscontinuing, Restricted Payments (other than purchases, redemptions or otheracquisitions of any Capital Stock that is restricted under clause (2) ofthe preceding paragraph) in an amount not to exceed $30.0 million; *provided*that the amount of suchRestricted Payments will be included in subsequent calculations of the amountof Restricted Payments.”

 

**C. ***Permitted Liens.*  Clause (2) ofthe definition of “Permitted Liens” shall be replaced with the following:

 

“(2) (X) Liens securing Indebtednessincurred in compliance with the first paragraph or clause 13 of the secondparagraph of “Certain covenants—Limitation on indebtedness” with respect to anyexisting Vessel (which term, for purposes of this clause (2), shall include theCapital Stock of a Person substantially all of the assets of which is a Vesseland any Related Assets, as the context may require) of such Person *provided*, *however*,that the principal amount of Indebtedness secured by such a Lien shall notexceed 65% of the fair market value of such Vessel, determined based upon theaverage of written appraisals of three Independent Appraisers, and (Y) Lienssecuring Indebtedness incurred to finance the construction, purchase or leaseof, or repairs, improvements or additions to, property of such Person,including a Vessel; *provided*, *however*, as to this clause (Y), (A) subjectto clause (B) below, in the case of a Vessel, (i) except as providedin clauses (ii), (iii) and (iv) below, the principal amount ofIndebtedness secured by such a Lien does not exceed (x) with respect toIndebtedness Incurred to finance the construction of such Vessel, 65% of thesum of (1) the contract price pursuant to the Vessel Construction Contractfor such Vessel and (2) any other Ready for Sea Cost for such Vessel, and (y) withrespect to Indebtedness Incurred 

 

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to finance the acquisition of such Vessel, 65% of thesum of (1) the contract price for the acquisition of such Vessel and (2) anyother Ready for Sea Cost of such Vessel, (ii) in the case of Indebtednessthat matures within nine months after the Incurrence of such Indebtedness(other than any Refinancing Indebtedness of such Indebtedness that matureswithin nine months or Indebtedness that matures within one year prior to theStated Maturity of the Notes), the principal amount of Indebtedness secured bysuch a Lien shall not exceed 65% of the fair market value, as determined ingood faith by the Board of Directors, of such Vessel at the time such Lien isincurred, (iii) in the case of a Sale/Leaseback Transaction, the principalamount of Indebtedness secured by such a Lien shall not exceed 65% of the fairmarket value, as determined in good faith by the Board of Directors, of suchVessel at the time such Lien is incurred and (iv) in the case ofIndebtedness representing Capitalized Lease Obligations relating to a Vessel,the principal amount of Indebtedness secured by such a Lien shall not exceed65% of the sum of (1) the fair market value, as determined in good faithby the Board of Directors, of such Vessel at the time such Lien is incurred and(2) any Ready for Sea Cost for such Vessel and (B) in the case ofAdditional Assets acquired directly or indirectly from Net Available Cashpursuant to the covenant described under “Certain covenants—Limitation on salesof assets and subsidiary stock,” the principal amount of Indebtedness securedby such a Lien does not exceed the lesser of (i) 65% of the contract pricefor the acquisition of such Additional Asset and (ii) the contract pricefor the acquisition of such Additional Asset less the Net Available Cash usedto acquire such Additional Asset; *providedfurther*, *however*, asto this clause (Y), that such Lien may not extend to any other property ownedby such Person or any of its Subsidiaries at the time the Lien is Incurred andthe Indebtedness (other than any interest thereon) secured by the Lien may notbe Incurred more than 180 days after the later of the acquisition, completionof construction, repair, improvement, addition or commencement of fulloperation of the property subject to the Lien;”

 

**AdditionalInformation:**

 

**A.**  *Industry Overview*

 

The International EnergyAgency is scheduled to release its annual World Energy Outlook report on November 10th.   We cannot provide any assurances as to theInternational Energy Agency’s new forecast for global oil demand, includingpotential substantial downward revisions from its prior forecast.

 

**B.**  *As Adjusted Data*

 

The as adjusted dataincluded in the Preliminary Offering Memorandum is being updated below toreflect the actual terms of the notes.

 

*As Adjusted Financial Data:*

 
| **As  adjusted financial data(1)**                                              | ** ** | **Twelve months ended September 30, 2009** | ** ** |
|---------------------------------------------------------------------------------|------------|-------------------------------------------------|------------|
| Cash paid for interest  (net of amount capitalized)                             |       | 77.9 million                                    |       |
| Total debt                                                                      |       | 986.0 million                                   |       |
| Ratio of total debt to  adjusted EBITDA                                         |       | 5.0x                                            |       |
| Ratio of Adjusted  EBITDA to cash paid for interest (net of amount capitalized) |       | 2.5x                                            |       |

 

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(1) Asadjusted financial data takes into effect this offering, the use of proceedstherefrom as described in “Use of proceeds” and the amendment to our 2005credit facility as described in “Description of other indebtedness” as if theyhad occurred at the beginning of the period based on the following assumptions:(i) the notes were issued at the beginning of the period with an interestrate of 12.0%; and (ii) the borrowings under our 2005 credit facilityaccrued interest at an assumed rate of 2.78% per year, which is equivalent toLIBOR plus 2.50%, the interest rate applicable under our 2005 credit facilityas amended, as of the date hereof, and includes the effect of five interestrate swaps, as described in “Management’s discussion and analysis of financialcontributions and results of operations— Liquidity and capital resources”, witha notional amount aggregating $579.5 million with a weighted average fixed rateof 4.22% per year. Actual interest rates could vary significantly from theassumed interest rates.

 

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*Core Fixed Costs Estimates:*

 

Time charter contractedrevenue for 2009 is currently $240 million and the contracted revenue for 2010is currently $110 million, representing 65% of our estimated core fixed costsfor 2010 (taking into account the effects of this offering and the amendment toour credit facility).

 

Based on our estimatesand assumptions described in “Management’s discussion and analysis of financialcondition and results of operations” and (i) after giving effect to theissuance of notes in this offering at an interest rate of 12.0%; (ii) assumingrepricing of our 2005 credit facility from current LIBOR plus 100 basis pointsto LIBOR plus 250 basis points; (iii) assuming that all excess cash (netof proceeds used for general corporate purposes as described under “Use ofproceeds”) above the minimum cash balance required to be maintained under our2005 credit facility will be used to pay down debt and (iv) assuming thata portion of the proceeds of this offering are used to repay our RBS creditfacility in full and to repay $40 million of debt under our 2005 creditfacility as described in “Use of proceeds”, we estimate core fixed cost for2010 to be approximately $170.0 million.

 

*Other Commitments:*

 

Thefollowing is a tabular summary of our future contractual obligations as of June 30,2009 as adjusted to reflect the issuance of notes in this offering and therepayment in full of the RBS credit facility and a $40 million portion of the2005 credit facility using proceeds from this offering as described in “Use ofproceeds” (dollars in millions):

 

***Asadjusted***

 
| ** **                             | ** ** | **Total** | ** ** | **2009(1)** | ** ** | **2010** | ** ** | **2011** | ** ** | **2012** | ** ** | **2013** | ** ** | **Thereafter** | ** ** |
|----------------------------------------|------------|-----------|------------|-------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------------|------------|
| 2005  Credit Facility                  |       | $         | 671.0      |        | $          | —   |       | $        | —     |     | $          | 21.3     |       | $              | 649.7      |   | $ | — |   | $ | — |   |
| RBS  Credit Facility                   |       | —    |       | —      |       | —   |       | —   |       | —   |       | —   |       | —         |       |
| Senior  Notes due 2017                 |       | 300.0     |       | —      |       | —   |       | —   |       | —   |       | —   |       | 300.0          |       |
| Interest  expense(2)                   |       | 404.0     |       | 39.9        |       | 78.0     |       | 64.6     |       | 57.7     |       | 37.8     |       | 126.0          |       |
| Senior  officer employment agreements  |       | 1.9       |       | 0.7         |       | 0.6      |       | 0.6      |       | —   |       | —   |       | —         |       |
| Severance  to former President and CEO |       | 22.0      |       | 22.0        |       | —   |       | —   |       | —   |       | —   |       | —         |       |
| Ship  management agreements            |       | 21.1      |       | 9.1         |       | 9.4      |       | 2.6      |       | —   |       | —   |       | —         |       |
| Office  leases                         |       | 17.3      |       | 0.9         |       | 1.7      |       | 1.6      |       | 1.5      |       | 1.4      |       | 10.2           |       |
| Total  commitments                     |       | $         | 1,437.3    |        | $          | 72.6     |       | $        | 89.7       |     | $          | 90.7     |       | $              | 708.9      |   | $ | 39.2 |   | $ | 436.2 |   |

 

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(1)        Denotesthe six month period from July 1, 2009 to December 31, 2009.

 

(2)        The notesare assumed to have been issued as of June 30, 2009. Future interestpayments on our 2005 credit facility are based on an outstanding balance of$671.0 million (which reflects the repayment of $40 million in debt thereunderwith the proceeds of the offering) using a current 3-month LIBOR rate of 0.625%plus a margin over LIBOR of 2.5%, and adjusted for quarterly cash settlementsof our interest rate swaps with a notional amount aggregating $579.5 millionwith a weighted average fixed rate of 4.22% per year. The amount also includesa 0.875% commitment fee we are required to pay on the unused portion of our2005 credit facility. Pursuant to the amendment to our credit agreement whichwill take effect upon the consummation of the offering of notes contemplatedhereby, the interest rate on our 2005 credit facility will increase from LIBOR+ 100 basis points to LIBOR + 250 basis points.

 

B-4

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Annex C

 

Restrictions on Offers and Sales Outside the United States

 

In connection with offers and sales of Securities outside the UnitedStates:

 

(a)           Each InitialPurchaser acknowledges that the Securities have not been registered under theSecurities Act and may not be offered or sold within the United States or to,or for the account or benefit of, U.S. persons except pursuant to an exemptionfrom, or in transactions not subject to, the registration requirements of theSecurities Act.

 

(b)           Each InitialPurchaser, severally and not jointly, represents, warrants and agrees that:

 

(i)            Such InitialPurchaser has offered and sold the Securities, and will offer and sell theSecurities, (A) as part of their distribution at any time and (B) otherwiseuntil 40 days after the later of the commencement of the offering of theSecurities and the Closing Date, only in accordance with Regulation S under theSecurities Act (“Regulation S”) or Rule 144A or any other availableexemption from registration under the Securities Act.

 

(ii)           None of suchInitial Purchaser or any of its affiliates or any other person acting on its ortheir behalf has engaged or will engage in any directed selling efforts withrespect to the Securities, and all such persons have complied and will complywith the offering restrictions requirement of Regulation S.

 

(iii)          At or prior to theconfirmation of sale of any Securities sold in reliance on Regulation S, suchInitial Purchaser will have sent to each distributor, dealer or other personreceiving a selling concession, fee or other remuneration that purchaseSecurities from it during the distribution compliance period a confirmation ornotice to substantially the following effect:

 

“The Securities covered hereby have not been registered under the U.S.Securities Act of 1933, as amended (the “Securities Act”), and may not beoffered or sold within the United States or to, or for the account or benefitof, U.S. persons (i) as part of their distribution at any time or (ii) otherwiseuntil 40 days after the later of the commencement of the offering of theSecurities and the date of original issuance of the Securities, except inaccordance with Regulation S or Rule 144A or any other available exemptionfrom registration under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

 

(iv)          Such InitialPurchaser has not and will not enter into any contractual arrangement with anydistributor with respect to the distribution of the Securities, except with itsaffiliates or with the prior written consent of the Company.

 

Terms used in paragraph (a) and this paragraph (b) and nototherwise defined in this Agreement have the meanings given to them byRegulation S.

 

(c)           Each Initial Purchaser,severally and not jointly, represents, warrants and agrees that:

 

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(i)            ithas only communicated or caused to be communicated and will only communicate orcause to be communicated any invitation or inducement to engage in investmentactivity (within the meaning of Section 21 of the United Kingdom FinancialServices and Markets Act 2000 (the “FSMA”)) received by it in connection withthe issue or sale of any Securities in circumstances in which Section 21(1) ofthe FSMA does not apply to the Company or the Subsidiary Guarantors; and

 

(ii)           ithas complied and will comply with all applicable provisions of the FSMA withrespect to anything done by it in relation to the Securities in, from orotherwise involving the United Kingdom.

 

(d)           Each Initial Purchaser acknowledgesthat no action has been or will be taken by the Company that would permit apublic offering of the Securities, or possession or distribution of any of theTime of Sale Information, the Offering Memorandum, any Issuer WrittenCommunication or any other offering or publicity material relating to theSecurities, in any country or jurisdiction where action for that purpose isrequired.

 

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