Form of Term Note
EXHIBIT B-2
-
Form of Revolving Note
EXHIBIT C-1
-
Form of Opinion of Kramer Levin Naftalis & Frankel LLP, New York counsel to the
Credit Parties
EXHIBIT C-2
-
Form of Opinion of Constantine P. Georgiopoulos, New York maritime counsel to
the Credit Parties
EXHIBIT C-3
-
Form of Opinion of Dennis J. Reeder, Esq., Marshall Islands counsel to the
Credit Parties
EXHIBIT C-4
-
Form of Opinion of George E. Henries, Esq., Liberian counsel to the Credit
Parties
EXHIBIT C-5
-
Form of Opinion (or extract of Opinion) of Goltsblat BLP, Russian counsel to the
Credit Parties
EXHIBIT C-6
-
Form of Opinion of Albuquerque & Associados, Portuguese counsel to the Credit
Parties
EXHIBIT C-7
-
Form of Opinion of Allen & Gledhill LLP, Singapore counsel to the Credit Parties
EXHIBIT C-8
-
Form of Opinion of Conyers, Dill & Pearman Limited, Bermuda counsel to the
Credit Parties
EXHIBIT D
-
Form of Officer's Certificate
EXHIBIT E
-
Form of Subsidiaries Guaranty
EXHIBIT F-1
-
Form of Pledge Agreement
EXHIBIT F-2
-
Form of Parent Pledge Agreement
EXHIBIT F-3
-
Form of Secondary Pledge Agreement
EXHIBIT G-1
-
Form of Assignment of Earnings
EXHIBIT G-2
-
Form of Secondary Assignment of Earnings
EXHIBIT H-1
-
Form of Assignment of Insurances
EXHIBIT H-2
-
Form of Secondary Assignment of Insurances
EXHIBIT I-1
-
Form of Marshall Islands Collateral Vessel Mortgage
EXHIBIT I-2
-
Form of Marshall Islands Secondary Collateral Vessel Mortgage
EXHIBIT I-3
-
Form of Liberian Secondary Collateral Vessel Mortgage
EXHIBIT I-4
-
Form of Bermuda Secondary Collateral Vessel Mortgage
EXHIBIT J
-
Form of Solvency Certificate
EXHIBIT K
-
Form of Assignment and Assumption Agreement
EXHIBIT L
-
Form of Compliance Certificate
EXHIBIT M
-
Subordination Provisions
EXHIBIT N
-
Form of Parent Officer's Certificate
EXHIBIT O-1
-
Form of Intercreditor Agreement
EXHIBIT O-2
-
Form of Secondary Intercreditor Agreement
EXHIBIT P
-
Form of Joinder Agreement
vi
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 6, 2011, among
GENERAL MARITIME CORPORATION, a Marshall Islands corporation (the "Parent"),
GENERAL MARITIME SUBSIDIARY CORPORATION, a Marshall Islands corporation
("GMSC"), in its capacity as a Guarantor, ARLINGTON TANKERS LTD., as a Guarantor
("Arlington"), GENERAL MARITIME SUBSIDIARY II CORPORATION, a Marshall Islands
corporation (the "Borrower"), the Lenders party hereto from time to time, and
NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such
capacity, the "Administrative Agent") and as Collateral Agent under the Security
Documents (in such capacity, the "Collateral Agent"). All capitalized terms used
herein and defined in Section 1 are used herein as therein defined.
W I T N E S S E T H:
WHEREAS, the Borrower, the Parent, the Lenders from time to time party thereto,
the Administrative Agent and the Collateral Agent are party to a Credit
Agreement, dated as of July 16, 2010 (as amended, modified and/or supplemented
to, but not including, the Restatement Effective Date, the "Original Credit
Agreement");
WHEREAS, the Borrower and GMSC,