Opinion of George E. Henries, Esq., Liberian counsel to the Credit
Parties
EXHIBIT C-5
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Form of Opinion of Conyers, Dill & Pearman Ltd., Bermuda counsel to the Credit
Parties
EXHIBIT D
-
Form of Officer's Certificate
EXHIBIT E
-
Form of Amended and Restated Subsidiaries Guaranty
EXHIBIT F-1
-
Form of Second Amended and Restated Pledge Agreement
EXHIBIT F-2
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Form of Amended and Restated Secondary Pledge Agreement
EXHIBIT F-3
-
Form of Pari Passu Pledge Agreement
EXHIBIT G-1
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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 Excess Liquidity Certificate
EXHIBIT K
-
Form of Solvency Certificate
EXHIBIT L
-
Form of Assignment and Assumption Agreement
EXHIBIT M
-
Form of Amended and Restated Compliance Certificate
EXHIBIT N
-
Subordination Provisions
EXHIBIT O
-
Form of Parent Officer's Certificate
EXHIBIT P-1
-
Form of Primary Intercreditor Agreement
EXHIBIT P-2
-
Form of Secondary Intercreditor Agreement
EXHIBIT Q
-
Form of Joinder Agreement
-vi-
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 17, 2012,
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"), in its capacity as a Guarantor,
ARLINGTON TANKERS LTD., a Bermuda corporation, as a Guarantor ("Arlington"), the
Lenders party hereto from time to time, and NORDEA BANK FINLAND PLC, NEW YORK
BRANCH ("Nordea"), 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, GMSCII, Arlington, the lenders party thereto
and Nordea, as administrative agent and collateral agent, are party to a Second
Amended and Restated Credit Agreement, dated as of May 6, 2011 (as amended,
modified and/or supplemented from time to time to, but not including, the
Restatement Effective Date, the "Original Credit Agreement");
WHEREAS, the Borrower, GMSCII and the Parent and certain of their subsidiaries
commenced voluntary bankruptcy proceedings (the "Chapter 11 Proceedings") on
November 17, 2011 under Chapter 11 of title 11 of the United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court");
WHEREAS, in connection with the Chapter 11 Proceedings, the Bankruptcy Court
confirmed a plan of reorganization (as such plan may be modified from time to
time, in accordance with its terms, the "Plan of Reorganization") under Chapter
11 of the Bankruptcy Code