-
Mortgaged Vessels
SCHEDULE IV
-
Existing Liens
SCHEDULE V
-
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
-
Affiliate Transactions
vi
EXHIBIT A
-
[RESERVED]
EXHIBIT B
-
[RESERVED]
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 of Golsblat BLP, Russian counsel to the Credit Parties
EXHIBIT C-6
Form of Opinion of Albuquerque & Associates, 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, Bermuda counsel to the Credit
Parties
EXHIBIT D
-
Form of Officer's Certificate
EXHIBIT E
-
Form of Subsidiaries Guaranty
EXHIBIT F
-
Form of Pledge Agreement
EXHIBIT G
-
Form of Assignment of Earnings
EXHIBIT H
-
Form of Assignment of Insurances
EXHIBIT I-1
-
Form of Marshall Islands Vessel Mortgage
EXHIBIT I-2
-
Form of Liberian Vessel Mortgage
EXHIBIT I-3
-
Form of Bermuda Vessel Mortgage (Deed of Covenants)
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
EXHIBIT R
-
Form of Secured Party Consent
vii
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 6, 2011, among
GENERAL MARITIME SUBSIDIARY CORPORATION, a Marshall Islands corporation and
GENERAL MARITIME SUBSIDIARY II CORPORATION, a Marshall Islands corporation,
(individually or collectively, as the context may require, referred to as
"Borrower"), GENERAL MARITIME CORPORATION, a Marshall Islands corporation
("Parent"), and ARLINGTON TANKERS LTD., a Bermuda corporation ("Arlington") the
Lenders party hereto from time to time, and OCM ADMINISTRATIVE AGENT, LLC, as
Administrative Agent (in such capacity, together with its successors and
assigns, the "Administrative Agent") and as Collateral Agent under the Security
Documents (in such capacity, together with its successors and assigns, the
"Collateral Agent").
All capitalized terms used herein and defined in Section
11 are used herein as therein defined.
W I T N E S S E T H:
WHEREAS, in order to effectuate, among other things, an amendment and
restatement of the 2008 Credit Agreement and to effectuate certain amendments to
the 2010 Credit Agreement, Borrower will require $200,000,000 to make certain
payments to lenders under the 2008 Credit Agreement and 2010