Nature of Liability
113
14.04 Independent Obligation
113
14.05 Authorization
113
14.06 Reliance
114
14.07 Subordination
114
14.08 Waiver
115
14.09 Judgment Shortfall
116
SCHEDULE I
-
Commitments
SCHEDULE II
-
Lender Addresses
SCHEDULE III
-
Collateral Vessels
SCHEDULE IV
-
Existing Liens
SCHEDULE V
-
Existing Indebtedness
SCHEDULE VI
-
Required Insurance
SCHEDULE VII
-
ERISA
SCHEDULE VIII
-
Subsidiaries
SCHEDULE IX
-
Capitalization
SCHEDULE X
-
Approved Classification Societies
SCHEDULE XI
-
Existing Investments
SCHEDULE XII
-
Existing Letters of Credit
SCHEDULE XIII
-
Transactions with Affiliates
SCHEDULE XIV
-
Subsidiary Guarantors
SCHEDULE XV
Target Amounts
EXHIBIT A
-
Form of Notice of Borrowing
EXHIBIT B
-
Form of 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 George E. Henries, Esq., Liberian counsel to the Credit
Parties
EXHIBIT C-4
-
Form of Opinion of Dennis J. Reeder, Esq., Marshall Islands 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 Ltd. Bermuda counsel to the Credit
Parties
v
EXHIBIT D
-
Form of Officer's Certificate
EXHIBIT E
-
Form of Amended and Restated Subsidiaries Guaranty
EXHIBIT F-1
-
Form of Amended and Restated Pledge Agreement
EXHIBIT F-2
-
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 Collateral Vessel Mortgage
EXHIBIT I-4
-
Form of Bermuda Collateral Vessel Mortgage
EXHIBIT J
-
Form of Letter of Credit Request
EXHIBIT K
-
Form of Solvency Certificate
EXHIBIT L
-
Form of Assignment and Assumption Agreement
EXHIBIT M
-
Form of Compliance Certificate
EXHIBIT N
-
Subordination Provisions
EXHIBIT O
-
Form of Parent Officer's Certificate
EXHIBIT P-1
-
Form of Intercreditor Agreement
EXHIBIT P-2
-
Form of Secondary Intercreditor Agreement
EXHIBIT Q
-
Form of Joinder Agreement
vi
THIS SECOND 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 (the "Borrower"), GENERAL MARITIME SUBSIDIARY II CORPORATION, a
Marshall Islands corporation ("GMSCII") and ARLINGTON TANKERS LTD.
("Arlington"), each in their capacity as a Guarantor, the Lenders party hereto
from time to time, and NORDEA BANK FINLAND PLC, NEW