Common use of Restatement Effective Date Clause in Contracts

Restatement Effective Date. This Agreement shall become effective on the date (the “Restatement Effective Date”) on which the following conditions shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date.

Restatement Effective Date. This Agreement shall become effective on the date (the “Restatement Effective Date”) on which the following conditions shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSCGMSCII, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and occurred, (c) the Tranche A Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 35,350,780 with the proceeds of the Equity Investment;Investment and (d) all letters of credit issued under the Original Credit Agreement shall continue as Existing Letters of Credit under this Agreement pursuant to Section 3.01(a). (vii) all Indebtedness of the Borrower, GMSCGMSCII, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit JK, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower Borrower, Arlington and its their respective Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans hereunder on the Restatement Effective Date shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been be satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received from each other party thereto either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have Restatement Agreement signed an acknowledgment hereof on behalf of such party or (whether the same or different counterpartsii) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of the Lenders, Restatement Agreement. (b) The Administrative Agent shall have given to the Administrative Agent telephonic received written opinions (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; (iii) of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel for the Borrower shall have paid Loan Parties, and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Loan Parties, as to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) such matters as the Administrative Agent shall have received a copy of the duly authorized may reasonably request and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force the Lead Arranger. Each of Holdings and effect in accordance with its terms;the Borrower hereby requests such counsels to deliver such opinions. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the The Administrative Agent shall have received all a certificate of each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit G with appropriate insertions, executed by any Responsible Officer of such releases Loan Party, and reassignments as may have been requested by including or attaching the Administrative Agent, which releases and reassignments shall be documents referred to in form and substance reasonably satisfactory to the Administrative Agent;paragraph (d) of this Section. (viiid) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the duly authorized extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and executed Primary Intercreditor Agreementincumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Loan Documents to which Primary Intercreditor it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Administrative Agent shall have received upfront fees from the Borrower for the account of the Lenders providing Initial Term Loans in the amounts previously agreed between the Borrower and the Administrative Agent. (f) The Administrative Agent (or its counsel) shall have received from each Loan Party either (i) a counterpart of a Reaffirmation Agreement shall be in form and substance reasonably signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;(which may include facsimile or other electronic transmission of a signed counterpart of a Reaffirmation Agreement) that such party has signed a counterpart of a Reaffirmation Agreement. (xg) the The Administrative Agent shall have received a copy certificate from the chief financial officer or chief operating officer of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be Borrower (x) in the form and substance reasonably satisfactory of Exhibit Q certifying as to the Administrative Agent solvency of the Borrower and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and Subsidiaries on a consolidated basis after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required Transactions to be true consummated on or prior to the Restatement Effective Date and correct (y) as to the satisfaction of the conditions set forth in all material respects only as of such specified date);Section 4.02. (xiih) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the The Administrative Agent and each of the Lenders and dated Lead Arranger shall have received, at least five Business Days prior to the Restatement Effective Date, setting forth all documentation and other information about the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken Loan Parties as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as been reasonably requested by any Lender or the Administrative Agent in writing at least three 10 Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under all applicable laws “know your customer” and regulations pursuant to anti-money laundering rules and regulations, including without limitation the transactions contemplated hereby;USA Patriot Act. (xixi) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents The Administrative Agent shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon received a Borrowing Request requesting the consummation borrowing of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinInitial Term Loans. The Administrative Agent will give shall notify Holdings, the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

Restatement Effective Date. This Without affecting the rights of Allied Waste or any Restricted Subsidiary hereunder at all times prior to the Restatement Effective Date, the amendment and restatement of the Original Credit Agreement in the form hereof and obligations of the Lenders to make Loans and acquire participations in Letters of Credit, the obligations of Tranche A Lenders to fund their Tranche A Credit-Linked Deposits and the obligations of an Issuing Bank to issue Letters of Credit hereunder shall become effective on the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior waived in accordance with Section 9.02): (a) The following documents, each dated the Restatement Effective Date (unless otherwise specified) are received by the Administrative Agent in form and substance satisfactory to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization):Initial Lenders: (i) the Parent, GMSC, Arlingtonfor Allied Waste, the BorrowerBorrower and each other Material Loan Party, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) copy of the definition thereof shall have signed an acknowledgment hereof organizational documents, as amended and in effect, of such Material Loan Party certified (whether the same or different counterparts) and shall have delivered the same as of a date reasonably close to the Administrative Agent orRestatement Effective Date) by the Secretary of State of the jurisdiction of organization of such Material Loan Party; a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Effective Date as to the good standing of and organizational documents filed by such Material Loan Party; and evidence from each Material Loan Party that it is qualified to do business in each jurisdiction where such qualification is required and where the failure so to qualify could, individually or in the case of the Lendersaggregate, shall reasonably be expected to have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to ita Material Adverse Effect; (ii) for each of Allied Waste, the Borrower shall and each other Material Loan Party, a certificate of the Secretary or an Assistant Secretary of such Material Loan Party, dated the Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or operating or partnership agreement, where applicable) of such Material Loan Party as amended and in effect at all times from the date on which the resolutions referred to in clause (B) were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions (or consent by members or partners, where applicable, to the extent required) duly adopted by the board of directors (or members or partners, where applicable) of such Material Loan Party authorizing the execution, delivery and performance of such of the Loan Documents to which such Material Loan Party is or is intended to be a party and the extensions of credit hereunder, and that such resolutions (or consent by members or partners, where applicable, to the extent required) have paid not been modified, rescinded or amended and are in full force and effect, (C) that the organizational documents of such Material Loan Party have not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer (or member or partner, where applicable) of such Material Loan Party executing such of the Loan Documents to which such Material Loan Party is intended to be a party and each other document to be delivered by such Material Loan Party from time to time in connection therewith (and the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel each Lender may conclusively rely on such certificate until it receives notice to the Administrative Agent reasonably acceptable to the Borrowercontrary in writing from such Material Loan Party); and (iii) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect for each Material Loan Party, a certificate of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to another officer (or member or partner, where applicable) of such Material Loan Party, dated the Restatement Effective Date, as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be, of such Material Loan Party; (b) The Administrative Agent shall have received the Security Documents duly executed by each of the intended parties thereto, together with: (i) such appropriately completed copies of Uniform Commercial Code financing statements as the Administrative Agent or any Lender shall have requested covering the Collateral described therein; (ii) documents for recordation and filing of or with respect to such Security Documents that the Administrative Agent or any Lender may deem reasonably necessary or desirable in order to perfect the Liens created thereby; (iii) the Borrower shall have paid stock certificates, if any, required to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans be delivered pursuant to the Final DIP/Cash Collateral Ordersuch Security Documents with respect to each Material Loan Party, each accompanied by undated stock powers executed in blank; (iv) completed Perfection Certificates dated the Plan of Reorganization shall have been confirmed Restatement Effective Date and signed by the Bankruptcy Court and the conditions to effectiveness an executive officer of the Plan of Reorganization shall have been satisfied Borrower or waived in accordance a Financial Officer, together with the terms thereof;all attachments contemplated thereby. (vc) the The Administrative Agent shall have received a copy legal opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the duly authorized Loan Parties, in substantially the form of Exhibit K-1 and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance otherwise reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred Initial Lenders and (cii) ▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of Allied Waste, in substantially the Loans under this Agreement shall have been partially repaid in the amount form of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent Exhibit K-2 and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance otherwise reasonably satisfactory to the Administrative AgentInitial Lenders; (viiid) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent The Initial Lenders shall have received a copy certificate of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory a Financial Officer to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date.:

Restatement Effective Date. This (a) The effectiveness of the amendment and restatement of the Original Credit Agreement shall become effective on in the date (form of this Agreement is subject to the “Restatement Effective Date”) on which satisfaction of the following conditions shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization):precedent: (i) The Administrative Agent shall have received from the Parent, GMSC, ArlingtonBorrower, the BorrowerGuarantors, each Lender, each Issuing Bank, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause Swingline Lender either (x) a counterpart of the definition thereof shall have this Agreement signed an acknowledgment hereof on behalf of such party or (whether the same or different counterpartsy) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy transmission of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually receiveda signed signature page) at that such office that the same party has been signed and mailed to it;a counterpart of this Agreement. (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; an opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of each of (x) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, setting special counsel for the Borrower, substantially in the form of Exhibit B-6 and (y) ▇▇▇ ▇▇▇▇▇▇▇▇▇, internal counsel to the Borrower, substantially in the form of Exhibit B-7. (iii) The Administrative Agent shall have received a certificate of the Secretary of each Credit Party relating to the organization, existence and good standing of each Loan Party, the authorization of this Agreement, such Credit Party’s board of directors (or equivalent) and matters pertaining to dissolution and liquidation, in substantially the same form as the Secretary’s certificates delivered in connection with the Effective Date. (iv) The Administrative Agent shall have received a certificate dated as of the Restatement Effective Date, and signed by a Vice President or Financial Officer of the Borrower, certifying that (x) the representations and warranties set forth in Article 3 of this Agreement are true (or, in the conclusion thatcase of any representation and warranty that is not by its express terms limited by a materiality or “Material Adverse Effect” exception or qualifier, true in all material respects) as of the Restatement Effective Date, (y) after giving effect to the incurrence Restatement Transactions, no Default or Event of all Default has occurred and is continuing and (z) the financings contemplated hereby, conditions set forth in this Section 4.03 have been satisfied on and as of the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature;Restatement Effective Date. (xvv) the The Administrative Agent shall have received copies payment from the Borrower, for the account of (i) the financial statements referred each Lender that executes and delivers a counterpart signature page to this Agreement an upfront fee in an amount separately agreed to in Sections 7.05(a), which financial statements shall be in form writing and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning payable on the Restatement Effective Date (upon the satisfaction of all other conditions for the occurrence thereof), in form immediately available funds and, once paid, such fee or any part thereof shall not be refundable. (vi) The Borrower shall have paid all invoiced fees and substance reasonably satisfactory other amounts due and payable to the Lenders; (xvi) Lender Parties on or before the Restatement Effective Date, nothing shall have occurred since February 28including, 2012 (and neither to the extent invoiced, all out-of-pocket expenses of the Administrative Agent nor the Required Lenders shall have become aware (or any of any facts or conditions not previously known its Affiliates) (including fees, charges and disbursements of counsel to the Administrative Agent Agent) required to be reimbursed or paid by the Required Lenders) which Borrower under the Loan Documents, together with all other fees separately agreed to in writing by the Borrower and the Administrative Agent (or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement any of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefromits Affiliates);. (xviivii) other than the Chapter 11 ProceedingsSince December 31, 2010, there shall be has been no actionschange, suits occurrence or proceedings pending development that, individually or threatened (i) against in the Credit Parties that challengesaggregate, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, had or could reasonably be expected to have, have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom);Effect. (xviiiviii) the Credit Parties The Administrative Agent shall have provided, or procured received a Note for the supply of, the “know your customer” information required pursuant account of each Lender requesting a Note to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents be delivered in connection with the LoansRestatement Effective Date. Promptly after the Restatement Effective Date, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give shall notify the Borrower and each Lender prompt written notice the Lenders of the occurrence of the Restatement Effective Date, and such notice shall be conclusive and binding. (b) It is the intention of each of the parties hereto (including each Guarantor) that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the guarantees thereof and all Debt and obligations of the Credit Parties hereunder and thereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement. In addition, each of the other Loan Documents shall continue in full force and effect and, from and after the Restatement Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. (c) All schedules to the Original Credit Agreement are amended and restated in the forms attached hereto, and such schedules will thereafter be schedules to this Agreement. (d) Except as set forth below, all exhibits to the Original Credit Agreement, in the forms thereof immediately prior to the Restatement Effective Date, will continue to be exhibits to this Agreement. In addition, new Exhibits B-6 and B-7 in the forms of Exhibits B-6 and B-7 attached hereto shall be added as exhibits to this Agreement. (e) The changes to the definitions of “Applicable Rate” and “Available Net Income Basket Amount” in Section 1.01 of this Agreement effected pursuant to the Restatement Transactions shall apply and be effective on and after the Restatement Effective Date. The definitions of “Applicable Rate” and “Available Net Income Basket Amount” in Section 1.01 of the Original Credit Agreement shall apply and be effective for the period ending on, but not including, the Restatement Effective Date.

Restatement Effective Date. This The effectiveness of this Agreement shall become effective on is subject to the date (the “Restatement Effective Date”) on which satisfaction of the following conditions conditions: (a) The Administrative Agent (or its counsel) shall have been satisfied received from each Term A-1 Lender and each Deferred Term A Lender, in each case, set forth on or prior to such date (which date shall be substantially concurrent with Schedule 2.01, the “Effective Date,” as defined in Required Lenders, each Borrower, and the Plan of Reorganization): Administrative Agent, either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof of (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given a consent to) this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent telephonic (confirmed which may include by electronic means transmission of a signed signature page of this Agreement) that such party has signed a counterpart of (or, in writing)the case of the Lenders, written or facsimile notice (actually receiveda consent to) at such office that this Agreement. Each Term A-1 Lender and each Deferred Term A Lender, by submitting a consent to the same Pro Rata Extension Offer, dated April 15, 2020, has been signed and mailed consented to it;this Agreement. (iib) the Borrower The Administrative Agent shall have paid received such copies of amendments to the Loan Documents as may be requested by the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement the Restatement to ensure the continued validity, enforceability and priority of the Loan Documents after giving effect to the extent then due Restatement as may have been reasonably requested by the Administrative Agent together with such opinions of counsel, certificates, and invoiced at least two Business Days other documents as the Administrative Agent may have reasonably requested in connection therewith. (c) All accrued interest and fees payable hereunder through the Restatement Effective Date shall have been paid. (d) The Administrative Agent shall have received from the Company an upfront fee payable for the account of each Term A-1 Lender and each Deferred Term A Lender, in each case, set forth on Schedule 2.01 equal to 0.25% of the aggregate principal amount of such Lender’s Existing Loans outstanding immediately prior to the Restatement Effective Date;. (iiie) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received (or be reasonably satisfied that it will receive promptly after the funding of Loans on the Restatement Effective Date), on behalf of itself, the Lenders and each Issuing Bank, a copy favorable written opinion of (i) P▇▇▇, Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, special counsel for the duly authorized Loan Parties, (ii) Walkers (Bermuda) Limited, Bermuda counsel for the Loan Parties, (iii) M▇▇▇▇ ▇▇▇▇▇ JSM, M▇▇▇▇▇▇▇ Islands counsel for the Loan Parties and executed Other Credit Agreement(iv) M▇▇▇▇ ▇▇▇▇▇, which Other Credit Agreement shall be maritime counsel for the Loan Parties, in each case (A) dated the Restatement Effective Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) covering such other matters relating to the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and Loan Documents as the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent;request. (viiif) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Restatement Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory by the constituent documents of such Loan Party, (ii) a certificate as to the Administrative Agent good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and shall be complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Restatement Effective Date to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in accordance with its termsconnection herewith on behalf of such Loan Party, and (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (xg) the Administrative Agent The Lenders shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, substantially in the form of Exhibit J, which shall be addressed to the Administrative Agent C and each signed by a Financial Officer of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature;Company. (xvh) the Administrative Agent JPMorgan Chase Bank, N.A. shall have received copies of (i) the financial statements referred all fees payable thereto or to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory any Lender on or prior to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory and, to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent extent invoiced at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Restatement Effective Date, including, to the extent invoiced at least three Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, A▇▇▇▇▇▇ (Bermuda) Limited, H▇▇▇▇ & J▇▇▇▇▇▇ and W▇▇▇▇▇, ▇▇▇▇▇▇ & W▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (i) The Lenders shall have received, at least three Business Days prior to the Restatement Effective Date, all documentation and other information reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant in writing at least ten Business Days prior to the transactions contemplated hereby;Restatement Effective Date and (ii) to the extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Company at least 10 Business Days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (xixi) all necessary governmental (domestic On and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence as of the Restatement Effective Date, the representations and warranties of the Borrower and each other Loan Party set forth in Sections 4.01(b) and 4.01(c) hereof shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) and (ii) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying as to the matters set forth in Sections 4.01(b) and 4.01(c) hereof. (k) The Company shall have consummated one or more debt or equity financings (other than debt secured by a Lien on the Collateral secured on an equal priority basis with the Liens securing the Obligations) not prohibited by the terms of the Loan Documents, resulting in at least $1.0 billion of aggregate gross proceeds to the Company and/or its subsidiaries; provided that (i) the final maturity date or mandatory redemption date of any such debt or equity shall be no earlier than the Revolving Facility Maturity Date or the Term A Loan Maturity Date and (ii) in the case of any debt financings, (a) such debt shall not be subject to covenants, events of default, Subsidiary guarantees and other terms (other than interest rate and redemption premiums) that, taken as a whole, are more restrictive to the Company and its Subsidiaries than the terms of the Senior Unsecured Notes Documents (or if more restrictive, the Loan Documents shall be amended to contain such more restrictive terms (which amendments shall automatically occur)), (b) such debt shall not be subject to any financial maintenance covenants and (c) such debt shall have a weighted average life to maturity greater than the remaining weighted average life to maturity of the outstanding Revolving Facility Loans and Term A Loans. (i) On the Restatement Effective Date, the Collateral Agent shall have received (a) counterparts of each Amendment to Vessel Mortgage in respect of any M▇▇▇▇▇▇▇ Islands flagged Mortgaged Vessel duly executed and delivered by the registered owner of such Mortgaged Vessel and the Mortgage Trustee suitable for recordation with the central office of the Maritime Administrator for the Republic of the M▇▇▇▇▇▇▇ Islands in New York City (the “Maritime Administrator’s Office”), (b) evidence that each Amendment to Vessel Mortgage in respect of any M▇▇▇▇▇▇▇ Islands flagged Mortgaged Vessel has been (or will, promptly following the Restatement Effective Date, be) duly registered with the Maritime Administrator’s Office in accordance with the laws of the Republic of the M▇▇▇▇▇▇▇ Islands and such other evidence that the Mortgage Trustee may deem necessary and that all registration fees in connection therewith have been duly paid; (ii) On or promptly following the Restatement Effective Date, a Certificate of Ownership and Encumbrances issued by the Maritime Administrator’s Office stating that such M▇▇▇▇▇▇▇ Islands flagged Mortgage Vessel is owned by the Subsidiary Guarantor and showing that there are of record no other liens or encumbrances on such M▇▇▇▇▇▇▇ Islands flagged Mortgaged Vessel except the Vessel Mortgage as amended by the Amendment in favor of the Mortgage Trustee; (iii) Such other documents, including any consents, agreements or confirmation of third parties as may be required under any Amendment to the Mortgages in respect of the M▇▇▇▇▇▇▇ Islands flagged Mortgage Ships or otherwise as the Collateral Agent or the Mortgage Trustee may reasonably request; and (iv) the Administrative Agent shall have received (or be reasonably satisfied that it will received promptly after the funding of the Loans on the Restatement Effective Date) a favorable opinion of M▇▇▇▇ B▇▇▇▇, ▇▇▇▇▇▇▇▇ Islands counsel to the Loan Parties. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Restatement Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

Restatement Effective Date. This The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit under this Amended and Restated Credit Agreement shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent or its counsel shall have received from each party hereto either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence reasonably satisfactory to the Administrative Agent or, in the case (which may include facsimile or other electronic transmission of the Lenders, a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have given to received such documents and certificates as the Administrative Agent telephonic (confirmed or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in writing), written or facsimile notice (actually received) at such office that the same has been signed form and mailed to it; (ii) the Borrower shall have paid substance reasonably satisfactory to the Administrative Agent and the Lenders all costsits counsel. (c) The Administrative Agent shall have received a Reaffirmation Agreement, fees in form and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel substance satisfactory to the Administrative Agent reasonably acceptable Agent, duly executed by each Loan Party, pursuant to the Borrower) and other compensation contemplated in connection with which each Loan Party shall consent to this Agreement and the Final DIP/Cash Collateral Order payable amendments to the Existing Credit Agreement effected hereby and acknowledge that the Guarantee Agreement remains in full force and effect in accordance with its terms and constitutes a guarantee of the Obligations. (d) The Administrative Agent shall have received a favorable written opinion (addressed to the Agents, the Lenders and the Issuing Banks and dated the Restatement Effective Date) of each of (i) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, counsel for the Company, (ii) in-house counsel for the Company and (iii) local counsel in each jurisdiction in which a Loan Party is organized and the laws of which are not covered by the opinion referred to in clause (i) above, in each case in form and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Financial Officer, confirming compliance with the Lenders conditions set forth in respect of Section 4.02(a) (without giving effect to the transactions contemplated by this Agreement parenthetical therein) and Section 4.02(b). (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans , reimbursement or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan payment of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied out-of-pocket expenses (including any amendments to the Security Documents set forth in the definition fees, charges and disbursements of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ixcounsel) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date);reimbursed or paid by the Company under the Commitment Letter, any fee letter referred to therein or this Agreement. (xiig) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated On the Restatement Effective Date, setting forth all interest, fees and other amounts accrued for the conclusion that, after giving effect to accounts of the incurrence of all Lenders and Issuing Banks under the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not Existing Credit Agreement shall have been or shall be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage paid in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature;full. (xvh) Each Lender shall have received all documentation and other information required to be obtained by such Lender under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. The Administrative Agent shall have received copies notify the Borrowers and the Lenders of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there such notice shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement conclusive and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datebinding.

Restatement Effective Date. This Agreement shall become effective on and as of the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (ia) the Parent, GMSC, Arlington, the Borrower, the The Administrative Agent (or its counsel) shall have received from each Borrower and the Lenders constituting the Required Lenders shall have signed either (i) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy transmission of the Lenders, a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have given to received such documents and certificates as the Administrative Agent telephonic (confirmed or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, the authorization of the Transactions and any other legal matters relating to the Borrowers, this Agreement or the Transactions, all in writing), written or facsimile notice (actually received) at such office that the same has been signed form and mailed to it; (ii) the Borrower shall have paid substance satisfactory to the Administrative Agent and its counsel. (c) The Administrative Agent shall have received a certificate, dated the Lenders Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the U.S. Borrower, confirming that (i) the representations and warranties of the Borrowers set forth in the Loan Documents are true and correct on and as of the Restatement Effective Date and (ii) after giving effect to the amendments contained herein, no Default has occurred and is continuing. (d) The Administrative Agent shall have received all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then amounts due and invoiced at least two Business Days payable on or prior to the Restatement Effective Date; , including, (iiii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been extent invoiced, reimbursement or payment of all out‑of‑pocket expenses required to be reimbursed or paid on by the Revolving Loans or the Term Loans U.S. Borrower hereunder and (ii) all fees payable pursuant to the Final DIP/Cash Collateral Order;Fee Letter. (ive) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy legal opinion of (i) in-house counsel to the duly authorized and executed Other Credit AgreementBorrowers, which Other Credit Agreement shall be in form and substance reasonably satisfactory to addressing such matters as the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiariesmay request, (b) the Equity Conversion shall have occurred and (cii) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower▇▇▇▇▇▇, GMSC▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by special counsel to the Administrative Agent, which releases and reassignments shall be addressing the enforceability of the Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent;. (viiif) All governmental and third party consents and approvals necessary in connection with this Agreement and the Collateral other Loan Documents and Guaranty Requirements with respect to each Collateral Vessel the transactions contemplated hereby shall have been satisfied (including any amendments to the Security Documents set forth obtained and be in the definition of Collateral full force and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) effect; and the Administrative Agent shall have received a copy certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory U.S. Borrower with respect to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the foregoing. The Administrative Agent shall have received a copy of notify the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations Borrowers and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any Lenders of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements notice shall be in form conclusive and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datebinding.

Restatement Effective Date. This Agreement shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 10.02): (ia) the Parent, GMSC, Arlington, The Administrative Agent (or its counsel) shall have received from each of the Borrower, the Administrative Agent and the Lenders constituting other Loan Parties, the Required Lenders shall have signed and the Administrative Agent either (i) a counterpart hereof (whether of the same or different counterparts) Amendment and Restatement Agreement, the Subsidiary Guarantors described Guaranty, and Notes in clause favor of each Lender requesting a Note at least three (x3) Business Days prior to the Restatement Effective Date signed on behalf of the definition thereof shall have signed an acknowledgment hereof such party or (whether the same or different counterpartsii) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy transmission of a signed signature page of this Agreement or such Loan Document) that such party has signed a counterpart of the Lenders, Amendment and Restatement Agreement or such Loan Document. (b) The Administrative Agent shall have given to the Administrative Agent telephonic received a favorable written opinion (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costsand dated the Restatement Effective Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, fees counsel for the Borrower and expenses (includingthe other Loan Parties, without limitation, the reasonable in form and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent substance reasonably acceptable to the BorrowerAdministrative Agent. The Borrower hereby requests such counsel to deliver such opinion. (c) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the The Administrative Agent shall have received the following items from the Borrower: (i) a certificate of good standing for each Loan Party from the state of organization of such Loan Party, certified by the appropriate governmental officer and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days dated not more than thirty (30) days prior to the Restatement Effective Date; (ii) a copy of the formation document of each Loan Party, together with all amendments thereto, certified as of a recent date by the appropriate governmental officer and dated not more than thirty (30) days prior to the Restatement Effective Date and certified by an officer of such Loan Party; (iii) incumbency certificates, executed by officers of each Loan Party, which shall identify by name and title and bear the Borrower shall have paid signature of the Persons authorized to sign the Loan Documents on behalf of such Loan Party (and to make borrowings hereunder on behalf of the Borrower, in the case of the Borrower), upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any interest that has accrued but has not been paid on change in writing by the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral OrderBorrower; (iv) copies, certified by a Secretary or an Assistant Secretary of each Loan Party of the Plan resolutions (and resolutions of Reorganization shall have been confirmed other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Borrowings provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof;Loan Parties; and (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness most recent financial statements of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the . (d) The Administrative Agent shall have received all such releases fees and reassignments as may have been requested by the Administrative Agent, which releases other amounts due and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory payable to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory on or prior to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion thatincluding, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent extent invoiced at least three 3 Business Days prior to the Restatement Effective Date Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder. (e) All Indebtedness under the Existing Credit Agreement, together with all interest and all other amounts due and payable with respect thereto, shall be paid in connection full, and the commitments in respect of such Indebtedness shall be permanently terminated, and the Borrower shall have entered into, or will enter into substantially contemporaneously with its internal compliance regulations thereunder or the effectiveness of this Agreement, the New Credit Agreement. (f) The Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties as shall have been reasonably requested by the Lender or the Administrative Agent or such Lender at least 7 days prior to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective DateDate that it shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA Patriot Act.

Restatement Effective Date. This The amendments to the Original Credit Agreement effected hereby and the obligations of the Lenders to make Tranche B-1 Term Loans hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (ia) the Parent, GMSC, ArlingtonThe Administrative Agent (or its counsel) shall have received from Holdings, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed (as defined in the Original Credit Agreement) and each Lender with a Tranche B-1 Term Loan Commitment either (i) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy transmission of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually receiveda signed signature page of this Agreement) at that such office that the same party has been signed and mailed to it;a counterpart of this Agreement. (iib) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of each of (i) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇, setting counsel for the Borrower, substantially in the form of Exhibit B-1, and (ii) local counsel in each jurisdiction where a Mortgaged Property or a Restatement Mortgaged Property is located, substantially in the form of Exhibit B-2, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Restatement Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the conclusion thatRestatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (f) The Collateral Agent shall have received executed supplements to the Pledge Agreement from each Subsidiary Loan Party formed in connection with or resulting from the Restatement Acquisition, together with stock certificates representing all the outstanding shares of capital stock of the Borrower and each Subsidiary owned by or on behalf of any Loan Party as of the Restatement Effective Date after giving effect to the incurrence Restatement Transactions (except that stock certificates representing shares of common stock of a Foreign Subsidiary may be limited to 65% of the outstanding shares of common stock of such Foreign Subsidiary), promissory notes evidencing all the financings contemplated herebyintercompany Indebtedness owed to any Loan Party by Holdings, the Parent Borrower or any Subsidiary as of the Restatement Effective Date after giving effect to the Restatement Transactions and its Subsidiariesstock powers and instruments of transfer, taken endorsed in blank, with respect to such stock certificates and promissory notes. (g) The Collateral Agent shall have received executed supplements to the Security Agreement from each Subsidiary Loan Party formed in connection with or resulting from the Restatement Acquisition, together with the following: (i) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement after giving effect to the Restatement Transactions; and (ii) a completed Perfection Certificate dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties (including any Subsidiary Loan Parties formed in connection with or resulting from the Restatement Acquisition) in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Collateral Agent that the Liens indicated by such financing statements (or similar documents) are permitted by the Security Agreement or have been released. (h) The Collateral Agent shall have received (i) amendments to each Mortgage executed in connection with the Original Credit Agreement providing that the Tranche B-1 Loans (in addition to the other Obligations) shall be secured by a Lien on each Mortgaged Property, signed on behalf of the record owner of such Mortgaged Property, (ii) counterparts of a Mortgage with respect to each Restatement Mortgaged Property signed on behalf of the record owner of such real property, (iii) policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a wholevalid first Lien on the Mortgaged Property or Restatement Mortgaged Property, as the case may be, described therein, free of any other Liens except as permitted by the Security Agreement, together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Required Lenders may reasonably request, and (iv) such surveys, abstracts and appraisals as may be required pursuant to such Mortgages or as the Borrower Collateral Agent or the Required Lenders may reasonably request. (i) The Administrative Agent shall have received executed supplements to (i) the Guarantee Agreement from each Subsidiary Loan Party formed in connection with or resulting from the Restatement Acquisition and its Subsidiaries(ii) the Indemnity, taken as a wholeSubrogation and Contribution Agreement from each Subsidiary Loan Party formed in connection with or resulting from the Restatement Acquisition. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 and the Security Documents is in effect. (k) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Restatement Acquisition shall have been obtained, are and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome conditions. The Restatement Acquisition shall have been, or substantially simultaneously with the initial funding of the Tranche B-1 Term Loans on the Restatement Effective Date shall be, consummated in accordance with the Purchase Agreement, the Non-Compete Agreement and applicable law, without any amendment to or waiver of any material terms or conditions of either the Purchase Agreement or the Non-Compete Agreement not insolvent and will not be rendered insolvent approved by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent. The Administrative Agent shall have received copies of the Purchase Agreement, the Non-Compete Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as complete and correct. (l) The Administrative Agent shall have received audited financial statements of each of GCC and GII and their respective subsidiaries, prepared in accordance with Canadian GAAP, for the fiscal year ended August 31, 1999, which audited financial statements shall not be inconsistent in any material respect with the information relating to each of GCC and GII and their respective subsidiaries previously provided to the Lenders. (m) The Lenders shall have received a pro forma consolidated balance sheet of each of Holdings and the Borrower as of June 28, 1999, reflecting all pro forma adjustments as if the Restatement Transactions had been consummated on such date, and such pro forma consolidated balance sheet shall not be materially inconsistent with the forecasts and other information previously provided to the Lenders. (n) After giving effect to the Transactions, none of the Acquired Businesses or any of their subsidiaries shall have outstanding any shares of preferred stock or any material Indebtedness except for Indebtedness incurred under the Loan Documents. (o) The Required Lenders shall be reasonably satisfied with any material changes to the capitalization, structure and equity ownership of Holdings, the Borrower and its subsidiaries, after giving effect to the Restatement Transactions, from the capitalization, structure and equity ownership set forth in the information previously supplied to the Lenders with respect thereto. (p) The Administrative Agent shall have been afforded the opportunity to review all other documentation relating to the Restatement Transactions and the other transactions contemplated hereby, including, without limitation, any employment agreement, management compensation arrangement, indemnification arrangement or financing arrangement of Holdings, the Borrower or any of its subsidiaries, and shall be reasonably satisfied in all respects with such documentation and reasonably satisfied that no member of management of Holdings or the Borrower shall be subject to any noncompete agreement or other similar agreement or arrangement with any other person. (q) The Required Lenders shall be reasonably satisfied in all respects that there has not occurred any material adverse change in the business assets, operations, properties, financial condition, or prospects of (i) Holdings, the financial statements referred to in Sections 7.05(a)Borrower and its subsidiaries, which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and taken as a whole since June 30, 1999 or (ii) Cash Flow Projections for the 13-week period beginning on Acquired Businesses and their subsidiaries, taken as a whole since August 31, 1999. The Administrative Agent shall notify the Restatement Effective Date in form Borrower and substance reasonably satisfactory to the Lenders; (xvi) on Lenders of the Restatement Effective Date, nothing and such notice shall have occurred since February 28be conclusive and binding. Notwithstanding the foregoing, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known amendments to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences Original Credit Agreement that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated effected hereby and the granting obligations of Liens under the Lenders to make Tranche B-1 Term Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on November 30, 1999 (and, in the event such conditions are not so satisfied or waived, the Tranche B-1 Commitments shall terminate and the Original Credit Documents Agreement shall have been obtained and remain in effect, and all applicable waiting periods with respect effect without giving effect to any amendments thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datehereby).

Restatement Effective Date. This Notwithstanding the execution and delivery of this Agreement shall become effective on the date (hereof, this Agreement shall not become effective, the “Restatement Effective Date”) on which Existing Credit Agreement shall not be superseded as provided in Section 1.06, no commitment to make Credit Extensions shall arise and no Lender shall be required to make the initial Credit Extension hereunder each of the following conditions shall have has been satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received from (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed each party hereto either (A) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsB) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or(which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in the case (ii) each initial Subsidiary Guarantor either (A) a counterpart of the Lenders, shall have given Subsidiary Guaranty signed on behalf of such Subsidiary Guarantor or (B) written evidence satisfactory to the Administrative Agent telephonic (confirmed in writing), which may include telecopy or electronic transmission of a signed signature page of the Subsidiary Guaranty) that such Subsidiary Guarantor has signed a counterpart of the Subsidiary Guaranty and (iii) each Loan Party either (A) a counterpart of a reaffirmation of the Collateral Documents signed on behalf of such Loan Party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or facsimile notice (actually receivedelectronic transmission of a signed signature page of such reaffirmation of the Collateral Documents) at that such office that Loan Party has signed a counterpart of such reaffirmation of the same has been signed and mailed to it;Collateral Documents. (iib) the Borrower The Administrative Agent shall have paid received a written opinion (addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; (iii) the Borrower shall have paid of in-house counsel to the Lenders any interest that has accrued but has not been paid on Borrower, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Revolving Loans or Loan Parties and of McGuireWoods LLP, counsel for the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit AgreementLoan Parties, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall be in full force and effect in accordance with its terms;reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement The Lenders shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of received satisfactory financial statement projections through and including the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment’s 2023 fiscal year, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections). (d) The Administrative Agent shall have received all (i) such releases documents and reassignments certificates as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy or its counsel may reasonably request relating to the organization, existence and good standing of the duly authorized initial Loan Parties, the authorization of the Transactions and executed Primary Intercreditor Agreementany other legal matters relating to such Loan Parties, which Primary Intercreditor Agreement shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and shall be its counsel and as further described in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy list of the duly authorized and executed Secondary Intercreditor Agreementclosing documents attached as Exhibit G, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect at least five days prior to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent documentation and its Subsidiaries, taken as a whole, and other information regarding the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left requested in connection with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the applicable “know your customer” information required pursuant and anti-money laundering rules and regulations, including the Patriot Act, to the PATRIOT Act, extent requested in each case as reasonably requested by any Lender or writing of the Administrative Agent Borrower at least three 10 Business Days prior to the Restatement Effective Date and (iii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in connection with a written notice to the Borrower at least 10 Business Days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its internal compliance regulations thereunder or other information reasonably requested signature page to this Agreement, the condition set forth in this clause (iii) shall be deemed to be satisfied). (e) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the Lender President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (f) The Administrative Agent shall have received evidence satisfactory to it of the payment, prior to or simultaneously with the initial Loans hereunder, of all interest, fees and premiums, if any, on all loans and other extensions of credit outstanding under the Existing Credit Agreement (other than contingent indemnity obligations). (g) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Administrative Agent, on behalf of the Secured Parties, holds a perfected Lien upon the Collateral having the priority required by the Collateral Documents and that is perfected to the extent required by the Collateral Documents, or that arrangements reasonably satisfactory to the Administrative Agent to satisfy related checks under for so perfecting such Liens are in place. (h) The Administrative Agent shall have received all applicable laws fees and regulations pursuant other amounts due and payable on or prior to the transactions contemplated hereby; (xix) Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents out-of-pocket expenses required to be reimbursed or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated paid by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinBorrower hereunder. The Administrative Agent will give shall notify the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

Restatement Effective Date. This Notwithstanding the execution and delivery of this Agreement shall become effective on the date (hereof, this Agreement shall not become effective, the “Restatement Effective Date”) on which Existing Credit Agreement shall not be superseded as provided in Section 1.06, no commitment to make credit extensions shall arise and no Lender shall be required to make the initial credit extension hereunder each of the following conditions shall have has been satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received from (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed each party hereto either (A) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsB) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or(which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in the case (ii) each initial Subsidiary Guarantor either (A) a counterpart of the Lenders, shall have given Subsidiary Guaranty signed on behalf of such Subsidiary Guarantor or (B) written evidence satisfactory to the Administrative Agent telephonic (confirmed in writing), which may include telecopy or electronic transmission of a signed signature page of the Subsidiary Guaranty) that such Subsidiary Guarantor has signed a counterpart of the Subsidiary Guaranty and (iii) each Loan Party either (A) a counterpart of a reaffirmation of the Collateral Documents signed on behalf of such Loan Party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or facsimile notice (actually receivedelectronic transmission of a signed signature page of such reaffirmation of the Collateral Documents) at that such office that Loan Party has signed a counterpart of such reaffirmation of the same has been signed and mailed to it;Collateral Documents. (iib) the Borrower The Administrative Agent shall have paid received a written opinion (addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; (iii) of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel for the Borrower shall have paid to Loan Parties and of Cozen O’▇▇▇▇▇▇ P.C., local counsel for the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit AgreementLoan Parties, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall be in full force and effect in accordance with its terms;reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement The Lenders shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of received satisfactory financial statement projections through and including the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment’s 2027 fiscal year, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections). (d) The Administrative Agent shall have received all (i) such releases documents and reassignments certificates as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy or its counsel may reasonably request relating to the organization, existence and good standing of the duly authorized initial Loan Parties, the authorization of the Transactions and executed Primary Intercreditor Agreementany other legal matters relating to such Loan Parties, which Primary Intercreditor Agreement shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and shall be its counsel and as further described in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy list of the duly authorized and executed Secondary Intercreditor Agreementclosing documents attached as Exhibit G, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect at least five days prior to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent documentation and its Subsidiaries, taken as a whole, and other information regarding the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left requested in connection with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the applicable “know your customer” information required pursuant and anti-money laundering rules and regulations, including the Patriot Act, to the PATRIOT Act, extent requested in each case as reasonably requested by any Lender or writing of the Administrative Agent Borrower at least three 10 Business Days prior to the Restatement Effective Date and (iii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in connection with a written notice to the Borrower at least 10 Business Days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its internal compliance regulations thereunder or other information reasonably requested signature page to this Agreement, the condition set forth in this clause (iii) shall be deemed to be satisfied). (e) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the Lender President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (f) The Administrative Agent shall have received evidence satisfactory to it of the payment, prior to or simultaneously with the initial Loans hereunder, of all interest, fees and premiums, if any, on all loans and other extensions of credit outstanding under the Existing Credit Agreement (other than contingent indemnity obligations). (g) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Administrative Agent, on behalf of the Secured Parties, holds a perfected Lien upon the Collateral having the priority required by the Collateral Documents and that is perfected to the extent required by the Collateral Documents, or that arrangements reasonably satisfactory to the Administrative Agent to satisfy related checks under for so perfecting such Liens are in place. (h) The Administrative Agent shall have received all applicable laws fees and regulations pursuant other amounts due and payable on or prior to the transactions contemplated hereby; (xix) Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents out-of-pocket expenses required to be reimbursed or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated paid by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinBorrower hereunder. The Administrative Agent will give shall notify the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

Restatement Effective Date. This Notwithstanding the execution and delivery of this Agreement shall become effective on the date (hereof, this Agreement shall not become effective, the “Restatement Effective Date”) Existing Credit Agreement shall not be superseded as provided in Section 1.07, and the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (ia) the Parent, GMSC, Arlington, the Borrower, the The Administrative Agent and the Lenders constituting the Required Lenders (or its counsel) shall have signed received from each party hereto (including the Departing Lender) a counterpart hereof of this Agreement signed on behalf of such party (whether the same which, subject to Section 9.06(b), may include any Electronic Signatures transmitted by telecopy, emailed pdf. or different counterpartsany other electronic means that reproduces an image of an actual executed signature page). (b) and the Subsidiary Guarantors described in clause (x) of the definition thereof The Administrative Agent shall have signed an acknowledgment hereof received a written opinion (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; ) of (iiii) L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, New York counsel for the Borrower shall have paid to Borrower, and (ii) in-house counsel for the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived Borrower, in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreementeach case, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Borrower, the Loan Documents or the Transactions as the Administrative Agent shall be in full force and effect in accordance with its terms;reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement The Lenders shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; received (viii) all Indebtedness audited consolidated financial statements of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of each of the Equity InvestmentSpecified Subsidiaries, for the two most recent fiscal years ended prior to the Restatement Effective Date as to which such financial statements are publicly available, (ii) unaudited interim consolidated financial statements of the Borrower and of each Specified Subsidiary for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are publicly available and (iii) an annual consolidated and consolidating income statement and annual cash flow statement and key liquidity and debt projections through and including the Borrower’s 2024 fiscal year, in each case, based on the 2021 fiscal year budget and the plans for 2022 through 2024, as adjusted for the Mountaineer Acquisition and associated distributable cash flow, EBITDA projections, pro forma adjustments, adjustments for dividends by the Borrower, debt reductions and deferred taxes, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections). (d) The Administrative Agent shall have received all such releases documents and reassignments certificates as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy or its counsel may reasonably request relating to the organization, existence and good standing of the duly authorized Borrower, the authorization of the Transactions and executed Primary Intercreditor Agreementany other legal matters relating to the Borrower, which Primary Intercreditor Agreement shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit F. (e) The Administrative Agent shall have received, at least five (5) days prior to the Restatement Effective Date, (i) all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Restatement Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be in full force and effect in accordance with its terms;deemed to be satisfied). (xf) the The Administrative Agent shall have received a copy certificate, dated the Restatement Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a) and (b) of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Section 4.03. (g) The Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause have made arrangements for the payment, prior to be delivered or simultaneously with the initial Loans hereunder, of all interest, fees and premiums, if any, on all Loans outstanding (immediately prior to the Restatement Effective Date) under the Existing Credit Agreement (other than contingent indemnity obligations). (h) The Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed have received all fees and other amounts due and payable on or prior to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion thatincluding, after giving effect to the incurrence extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and Borrower hereunder. The Administrative Agent shall notify the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence Lenders of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there such notice shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement conclusive and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datebinding.

Restatement Effective Date. This Agreement shall become effective on Without affecting the date (the “Restatement Effective Date”) on which the following conditions shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan rights of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same Company or different counterparts) and the any Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) hereunder at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days times prior to the Restatement Effective Date; (iii) , the Borrower shall have paid to amendment and restatement of the Original Agreement in the form hereof and the obligations of the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness Issuing Banks hereunder shall not become effective until the date on which each of the Plan of Reorganization shall have been following conditions is satisfied (or waived in accordance with the terms thereof;Section 10.01): (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds The Administrative Agent’s receipt of the Equity Investment; (vii) all Indebtedness following, each of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of each signing party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) a Note executed by the applicable Borrower in favor of each Lender requesting a Note; (iii) the Collateral Documents listed on Schedule 4.01, duly executed by each Loan Party thereto, together with: (A) to the extent not already delivered, certificates representing the Equity Interests referred to therein (to the extent such Equity Interests are certificated) accompanied by undated stock powers executed in blank, (B) copies of all searches with respect to the Collateral, and all documents and instruments required by Law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or continue the Liens intended to be created by the Collateral Documents and perfect such Liens to the extent required by, and with the priority required by, the Collateral Documents, shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording, and (C) evidence that all other actions, recordings and filings of or with respect to the Collateral Documents that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created or continued thereby and on the terms thereof shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, that each of the Loan Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification except to the extent that failure to be so qualified is not reasonably likely to result in a Material Adverse Effect; (vi) a certificate dated as of the Restatement Effective Date and signed by a Responsible Officer of the Company certifying that there has been no change, occurrence or development since December 31, 2006, and, except as set forth on Schedule 5.06, no action, suit, investigation or proceeding shall be pending or, to the knowledge of any of the Loan Parties, threatened, that, in any case, either individually or in the aggregate, has had, or in the case of any action, suit, investigation or proceeding, is reasonably likely to result in, a material adverse effect on the operations, assets or condition (financial or otherwise) of the Restricted Parties, taken as a whole; (vii) a certificate dated as of the Restatement Effective Date and signed by a Responsible Officer of the Company confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02; (viii) a certificate dated as of the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments Restatement Effective Date, attesting to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion Solvency of the Administrative AgentCompany and of the Restricted Parties (taken as a whole), in each case after giving effect to the Transactions, from the Chief Financial Officer of the Company; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; and (x) a Committed Loan Notice relating to the Credit Extensions to be made on the Restatement Effective Date. (b) The Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of each of (i) King & Spalding LLP, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the counsel for Parent and its Subsidiariesthe Borrowers, taken as a wholesubstantially in the form of Exhibit G-1, (ii) Philippe Partners, Luxembourg counsel for Parent and the Borrower Borrowers, substantially in the form of Exhibit ▇-▇, ▇▇▇ (▇▇▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, UK counsel for the Administrative Agent, substantially in the form of Exhibit G-3. Each of Parent and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of Borrowers hereby requests such indebtedness, and will not be left with unreasonably small capital with which counsel to engage in their respective businesses and will not have incurred debts beyond their ability to pay deliver such debts as they mature;opinions. (xvc) the The Administrative Agent shall have received copies of (i) all fees accrued under the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to Original Agreement through the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on day immediately preceding the Restatement Effective Date in form and substance reasonably satisfactory all other fees and other amounts due and payable on or prior to the Lenders; (xvi) on the Restatement Effective Date, nothing including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (d) Each Lender (as defined in the Original Agreement) shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement received payment in full of the Chapter 11 Proceedings, principal of and interest accrued on each Loan (as defined in the commencement Original Agreement) held by it and continuation any amounts payable pursuant to Section 3.05 of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom);Original Agreement. (xviie) other than the Chapter 11 ProceedingsAll material board, there shall be no actionsgovernmental, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement shareholder and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and material third party consents and approvals and/or consents necessary in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents Transactions shall have been obtained and shall remain in effect, and ; all applicable waiting periods in connection with respect thereto the Transactions shall have expired without any action being taken by any competent authority which restrainsthat could restrain, prevents prevent or imposes materially impose any material adverse conditions upon on any of the consummation of this Agreement Restricted Parties or the Transactions. (f) The Transactions (other transactions contemplated by than the Credit Documents Share Repurchase) shall have been consummated or shall be consummated concurrently with the initial Borrowing hereunder in accordance with applicable Law and all material agreements, instruments and documents relating thereto (and no provision of any of the foregoing shall have been waived, amended or otherwise referred modified in a manner material and adverse to herein or therein; andthe Lenders without the consent of the Administrative Agent). (xxg) there The Initial Lenders and the Arranger shall not exist any judgmenthave received copies of, orderand be reasonably satisfied with, injunction or all material agreements, instruments and documents relating to the Transactions. (h) The Lenders shall have received all documentation and other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinUSA Patriot Act. The Administrative Agent will give shall notify Parent, the Borrower Borrowers and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit hereunder, and the incorporation of the Existing Letters of Credit as Letters of Credit hereunder, shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.01) at or prior to 5:00 p.m., New York City time, on April 30, 2007 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). It is understood and agreed that no term of the amendment and restatement contemplated hereby shall be effective until the Restatement Effective Date occurs, and that the Original Agreement shall continue in full force and effect without regard to the amendment and restatement contemplated hereby until the Restatement Effective Date.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and the obligation of each LC Issuer to issue Letters of Credit shall not become effective on until the date (the “"Restatement Effective Date”") on which each of the following conditions shall have been is satisfied on (or waived in accordance with Section 11.02): (a) On or prior to such date (which date shall be substantially concurrent with the “Restatement Effective Date,” as defined in the Plan of Reorganization): , (i) each of the ParentCompany, GMSC, Arlington, the Borrowereach Designated Subsidiary Borrower listed on Schedule 2.17, the Administrative Agent and each of the Lenders constituting the Required Lenders shall have signed a counterpart copy hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterpartscopies) and shall have delivered the same to the Administrative Agent in accordance with Section 11.01(a) or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile transmission notice (actually received) at such office in accordance with Section 11.01(a) that the same has been signed and mailed to it; the Administrative Agent; and (ii) the Borrower there shall have paid been delivered to the Administrative Agent for the account of each Lender that has requested the same pursuant to Section 2.07(e) the appropriate promissory note or promissory notes, executed by the Company, in each case, in the amount, maturity and the Lenders all costs, fees and expenses as otherwise provided herein. (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrowerb) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to On the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) , the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement(i) an opinion, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect , addressed to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy and each of the duly authorized Lenders and executed Primary Intercreditor Agreementdated the Restatement Effective Date, from ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Borrowers, which Primary Intercreditor Agreement opinion shall be cover the matters contained in Exhibit H-1 hereto, (ii) an opinion, in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) Agent, addressed to the Administrative Agent shall have received a copy and each of the duly authorized Lenders and executed Secondary Intercreditor Agreementdated the Restatement Effective Date, from ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, special Bermuda counsel to the Borrowers, which Secondary Intercreditor Agreement opinion shall be cover the matters covered in Exhibit H-2 hereto and without duplication (iii) opinions from counsel to each Designated Subsidiary Borrower existing on the Restatement Effective Date in form and substance reasonably satisfactory to the Administrative Agent, from counsel to such Designated Subsidiary Borrowers reasonably satisfactory to the Administrative Agent, covering such of the matters set forth in the opinion of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to immediately preceding clauses (i) and (ii) above, as may be reasonably requested by the Administrative Agent, and such other matters incident to the transactions contemplated thereby as the Administrative Agent may reasonably request. (i) On the Restatement Effective Date, the Administrative Agent shall have received, from each Borrower, a certificate, dated the Restatement Effective Date, signed by an Authorized Officer of such Borrower, and attested to by the Secretary or any Assistant Secretary of such Borrower, in the form of Exhibit F hereto with appropriate insertions and deletions, together with (x) copies of its certificate of incorporation, by-laws or other organizational documents (or, if such organizational documents and/or by- laws have not been amended, modified or supplemented since the Original Effective Date such certificate shall certify that there have been no amendments, modifications or supplements to such organizational documents since the Original Effective Date) and (y) the resolutions of the board of directors of such Borrower relating to the Credit Documents which shall be satisfactory to the Administrative Agent. (ii) On or prior to the Restatement Effective Date, all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including certificates of existence or good standing certificates, as applicable, and any other records of corporate proceedings and governmental approvals, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities. (d) Since December 31, 2004, nothing shall have occurred or become known to the Administrative Agent or the Required Lenders which has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (e) On the Restatement Effective Date, no actions, suits or proceedings by any entity (private or governmental) shall be pending against the Company or any of its Subsidiaries (i) with respect to this Agreement, any other Credit Document, the Transaction or (ii) which has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) On the Restatement Effective Date, all governmental and third party approvals, permits and licenses required to be obtained in connection with the Transaction on or prior to the Restatement Effective Date shall have been obtained and remain in full force and effect in accordance with its terms;effect. (ig) On the Restatement Effective Date, the Company and its Subsidiaries shall have no outstanding preferred stock or Indebtedness except (x) the Loans, and (y) preferred stock or Indebtedness set forth on Schedule 4.15. (h) On the Restatement Effective Date, there shall exist no Default or Event of Default Default, and (ii) all representations and warranties made by each Borrower contained herein or in any other Credit Document to which it is a party shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date);. (xiii) On the Restatement Effective Date, each Regulated Insurance Company which has a rating in effect on the Closing Date shall have an A.M. Best financial strength rating of at least "A-". 55 (j) On the Restatement Effective Date, the Company shall have paid the Administrative Agent and the Lenders all Loans converted fees, reasonable out-of-pocket expenses (including, without limitation, legal fees and expenses of the Administrative Agent) and other compensation contemplated by this Agreement and the other Credit Documents, agreed upon by such parties to be paid on or continued pursuant prior to the Restatement Effective Date. (k) On or prior to the Restatement Effective Date, the Administrative Agent shall have received (i) duly authorized and executed counterparts to the Security Agreement Acknowledgement in the form of Exhibit D-2 (the "Security Agreement Acknowledgement") and each of the Security Agreement Acknowledgement and the Security Agreement shall be in full force and effect and (ii) duly authorized and executed counterparts to the Account Control Agreement Acknowledgement in the form of Exhibit I-2 (the "Account Control Agreement Acknowledgement") and each of the Account Control Agreement Acknowledgement and the Account Control Agreement shall be in full force and effect. (l) On or prior to the Restatement Effective Date, the Administrative Agent shall have received all documents and instruments, including Uniform Commercial Code financing statements where applicable, required by law in each applicable jurisdiction or reasonably requested by the Administrative Agent to be filed, registered or recorded to create, perfect or maintain the Liens intended to be created under the Security Agreement. (m) On or prior to the Restatement Effective Date, the Administrative Agent shall have received results of a recent search of the Uniform Commercial Code (or equivalent) filings made with respect to each Borrower in the jurisdictions contemplated in clause (l) above (including, without limitation, Washington, D.C., and Bermuda) and in such other jurisdictions in which Collateral is located on the Effective Date which may be reasonably requested by the Administrative Agent, and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by the Security Agreement or have been released. (n) On the Restatement Effective Date, the letter received by the Administrative Agent on the Original Effective Date from the Service of Process Agent, presently located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, indicating its consent to its appointment by the Company and each Designated Subsidiary Borrower as their agent to receive service of process as specified in this Agreement shall be in full compliance with force and effect and shall apply to this Agreement in all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations;respects. (xiiio) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated On the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to Company shall have repaid in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to full all loans outstanding under the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) Existing Credit Agreement on the Restatement Effective Date, nothing shall have occurred since February 28together with all accrued and unpaid interest, 2012 fees and commitment commission (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other amounts) owing under the Existing Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to Agreement through the Restatement Effective Date and (ii) each lender under the Existing Credit Agreement shall have received payment in connection with its internal compliance regulations thereunder or other information reasonably requested by full of all amounts then due and owing to it under the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby;Existing Credit Agreement. (xixp) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with On the LoansEffective Date, the other transactions contemplated hereby and the granting of Liens any Existing Lender that will not be a Lender under the Credit Documents this Agreement shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinexecuted an Exiting Lender Agreement. The Administrative Agent will give shall notify the Borrower Company and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

Restatement Effective Date. This Agreement shall become effective on Without affecting the date (the “Restatement Effective Date”) on which the following conditions shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) rights of the definition thereof shall have signed an acknowledgment hereof (whether the same Borrower or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) any Subsidiary hereunder at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days times prior to the Restatement Effective Date; (iii) , the Borrower shall have paid to amendment and restatement of the Original Agreement in the form hereof and the obligations of the Lenders any interest that has accrued but has not been paid on the Revolving to make Loans or the Term and acquire participations in Letters of Credit and Swingline Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan Issuing Banks to issue Letters of Reorganization Credit hereunder shall have been not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with the terms thereof;Section 9.02): (va) The conditions set forth in Sections 3(d) and 4 of the Second Amendment shall have been satisfied. (b) The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement signed on behalf of such party. (c) The Agents shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder (including under the Original Agreement) or under any other Senior Loan Document. (d) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a copy completed Perfection Certificate dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the duly authorized Borrower, together with all attachments contemplated thereby, including the results of a Lien search in scope satisfactory to the Collateral Agents made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and executed Other Credit Agreement, which Other Credit Agreement shall be in form copies of the financing statements (or similar documents) disclosed by such search and substance evidence reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; that the Liens indicated by such financing statements (vior similar documents) (a) the Equity Investment shall are permitted by Section 6.02 or have been received by the Parent and certain of its Subsidiariesreleased; provided, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid however, that in the amount case of $39,649,220 with the proceeds Loan Parties in respect of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents Lien searches were performed in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice closing of the occurrence Original Agreement, such Lien searches shall be limited to updates of the Restatement Effective Date.Lien searches previously

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed from each party hereto either (A) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsB) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the LendersLoan Documents and such other legal opinions, shall have given to certificates, documents, instruments and agreements as the Administrative Agent telephonic (confirmed shall reasonably request in writing)connection with the Transactions, written or facsimile notice (actually received) at such office that the same has been signed all in form and mailed to it; (ii) the Borrower shall have paid substance satisfactory to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime its counsel and other counsel to as further described in the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect list of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date;closing documents attached as Exhibit D. (iiib) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of Stoel Rives LLP, setting forth counsel for the conclusion thatBorrower, after giving effect covering such matters relating to the incurrence of all the financings contemplated herebyBorrower, the Parent and its Subsidiaries, taken Loan Documents or the Transactions as a whole, and the Administrative Agent shall reasonably request. The Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of hereby requests such indebtedness, and will not be left with unreasonably small capital with which counsel to engage in their respective businesses and will not have incurred debts beyond their ability to pay deliver such debts as they mature;opinion. (xvc) the The Administrative Agent shall have received copies such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and valid existence of (i) the financial statements referred Borrower, the authorization of the Transactions and any other legal matters relating to in Sections 7.05(a)the ▇▇▇▇▇▇▇▇, which financial statements shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit D. (iid) Cash Flow Projections for the 13-week period beginning on The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, certifying (i) that the representations and warranties contained in form Article III are true and substance reasonably satisfactory correct as of such date and (ii) that no Default or Event of Default has occurred and is continuing as of such date. (e) The Administrative Agent shall have received, for the account of the applicable Persons, payment of all accrued and unpaid interest and fees owing under the Existing Credit Agreement immediately prior to the Lenders;Restatement Effective Date. (xvif) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, nothing including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) The Administrative Agent shall have occurred since February 28received (i) satisfactory audited consolidated financial statements of the Borrower and its Subsidiaries on a consolidated basis for the two most recent fiscal years ended prior to the Restatement Effective Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of the Borrower and its Subsidiaries on a consolidated basis for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) as to which such financial statements are available. (i) The Administrative Agent shall have received, 2012 at least five days prior to the Restatement Effective Date (and neither or such shorter period agreed to by the Administrative Agent nor in its sole discretion), all documentation and other information regarding the Required Lenders Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Restatement Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have become aware received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of any facts or conditions not previously known its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (i) The Administrative Agent or the Required Lenders) which shall have received such other documents as the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which through the Administrative Agent shall determine has had, or could Agent) may reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinrequest. The Administrative Agent will give shall notify the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on November 3, 2021 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Restatement Effective Date. This Notwithstanding the execution and delivery of this Agreement shall become effective on the date (hereof, this Agreement shall not become effective, the “Restatement Effective Date”) on which Existing Credit Agreement shall not be superseded as provided in Section 1.06, no commitment to make Credit Extensions shall arise and no Lender shall be required to make the initial Credit Extension hereunder each of the following conditions has been satisfied (or waived in accordance with Section 9.02): The Administrative Agent (or its counsel) shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): received from (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed each party hereto either (A) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsB) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) each initial Subsidiary Guarantor either (A) a counterpart of the Lenders, shall have given Subsidiary Guaranty signed on behalf of such Subsidiary Guarantor or (B) written evidence satisfactory to the Administrative Agent telephonic (confirmed in writing), written which may include telecopy or facsimile notice (actually receivedelectronic transmission of a signed signature page of the Subsidiary Guaranty) at that such office that Subsidiary Guarantor has signed a counterpart of the same has been signed and mailed to it; (ii) the Borrower Subsidiary Guaranty. The Administrative Agent shall have paid received a written opinion (addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; (iii) of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit AgreementLoan Parties, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment reasonably request. The Borrower hereby requests such counsel to deliver such opinion. The Lenders shall have been received by the Parent satisfactory financial statement projections through and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of including the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment’s 2019 fiscal year, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections). The Administrative Agent shall have received all (i) such releases documents and reassignments certificates as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy or its counsel may reasonably request relating to the organization, existence and good standing of the duly authorized initial Loan Parties, the authorization of the Transactions and executed Primary Intercreditor Agreementany other legal matters relating to such Loan Parties, which Primary Intercreditor Agreement shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and shall be its counsel and as further described in full force the list of closing documents attached as Exhibit G and effect in accordance with its terms; (xii) to the extent requested by any of the Lenders, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The Administrative Agent shall have received a copy certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the duly authorized and executed Secondary Intercreditor AgreementBorrower, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing confirming compliance with the Margin Regulations; conditions set forth in paragraphs (xiiia) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any and (b) of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Section 4.02. The Administrative Agent a solvency certificate from the senior financial officer shall have received evidence satisfactory to it of the Parentpayment, in prior to or simultaneously with the form initial Loans hereunder, of Exhibit Jall interest, which shall be addressed to fees and premiums, if any, on all loans and other extensions of credit outstanding under the Existing Credit Agreement (other than contingent indemnity obligations). The Administrative Agent shall have received all fees and each of the Lenders other amounts due and dated payable on or prior to the Restatement Effective Date, setting forth the conclusion thatincluding, after giving effect to the incurrence extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and Borrower hereunder. The Administrative Agent shall notify the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence Lenders of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there such notice shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement conclusive and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datebinding.

Restatement Effective Date. This The amendment and restatement of the Existing Credit Agreement by this Agreement shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions is satisfied: (a) The Administrative Agent (or its counsel) shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Parent, GMSC, ArlingtonAdministrative Agent (which may include fax transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Borrower, the Administrative Collateral Agent and the Lenders constituting and dated the Required Lenders Restatement Effective Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Company, substantially in the form of Exhibit B. The Company hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have signed a counterpart hereof (whether the same or different counterparts) received such documents and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to certificates as the Administrative Agent oror its counsel may reasonably request relating to the organization, in the case existence and good standing of the LendersCompany and each other Loan Party party to any Loan Document, shall have given the authorization of the Transactions and any other legal matters relating to the Administrative Agent telephonic (confirmed Company and such Loan Parties, the Loan Documents or the Transactions, all in writing), written or facsimile notice (actually received) at such office that the same has been signed form and mailed to it; (ii) the Borrower shall have paid substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Lenders Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received all costs, fees accrued but unpaid prior to the Restatement Effective Date and all other fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then amounts due and invoiced at least two Business Days payable on or prior to the Restatement Effective Date;, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (iiif) the Borrower The Collateral and Guarantee Requirement shall have paid continue to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order;be satisfied. (ivg) the Plan of Reorganization The Reaffirmation shall have been confirmed duly executed by the Bankruptcy Court parties thereto and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory delivered to the Administrative Collateral Agent and shall be in full force and effect in accordance with its terms;effect. (vih) (a) The Commitments under and as defined in the Equity Investment Existing Credit Agreement of each Non-Continuing Lender shall have been received by the Parent and certain of its Subsidiariesbeen, or shall simultaneously be, terminated. (bi) the Equity Conversion shall have occurred and (c) the The Loans under this Agreement shall have been partially repaid and as defined in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) Existing Credit Agreement, and all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries amounts outstanding under the DIP Existing Credit Agreement, shall have been repaid been, or shall simultaneously be, paid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the (except as otherwise agreed in regard to any outstanding Special Loans). The Administrative Agent shall have received all notify the Company and the Lenders of the Restatement Effective Date, and such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments notice shall be in form conclusive and substance reasonably satisfactory to binding. It is understood and agreed that the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Existing Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be continue in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory applicable prior to the Administrative Agent amendment and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained restatement provided for herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on until the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Dateoccur.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder on the Restatement Effective Date shall not become effective until the satisfaction, or waiver in accordance with Section 9.02, of the following conditions on or before the date (the “Restatement Effective Date”: (a) on which the following conditions The Lead Arrangers shall have been satisfied on or received all documentation and information at least five (5) Business Days prior to such date (which date shall be substantially concurrent with the “Restatement Effective Date,” Date as defined is reasonably requested in writing by the Plan of Reorganization): Lead Arrangers about the Loan Parties, in each case, to the extent (i) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Parent, GMSC, Arlington, the Borrower, the Administrative Agent Patriot Act and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated requested in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced writing at least two ten Business Days prior to the Restatement Effective Date;. (iiib) the Borrower The Lead Arrangers shall have paid received unaudited financial statements for any interim period or periods of Holdings and its Subsidiaries ended after the date of the most recent audited financial statements filed with the Securities and Exchange Commission, including unaudited financial statements for the Fiscal Quarter ending April 29, 2017. The Lead Arrangers shall have received projections of Loan Parties, and an opening pro forma balance sheet for Holdings and its Subsidiaries, in each case in form and substance reasonably satisfactory to the Lenders any interest that has accrued but has not been paid Lead Arrangers, including projected balance sheets, income statements, statements of cash flows and availability of Holdings and its Subsidiaries on a quarterly basis for the Revolving Loans or period through the Term Loans pursuant to end of January 2018 and on an annual basis thereafter through the Final DIP/Cash Collateral Order;end of the 2019 Fiscal Year. (ivc) The Loan Documents required to be delivered as of the Plan of Reorganization Restatement Effective Date and required to be executed by the Loan Parties shall have been confirmed executed by the Bankruptcy Court Loan Parties and the conditions to effectiveness copies of the Plan of Reorganization executed counterparts thereof shall have been satisfied or waived in accordance with the terms thereof;delivered to Administrative Agent, including: (vi) the The Administrative Agent shall have received a copy favorable written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Restatement Effective Date) of each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special New York counsel for the Loan Parties, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Associate General Counsel of Parent Borrower, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent or the Required Revolving Lenders shall reasonably request, dated as of the duly authorized Restatement Effective Date and executed Other Credit Agreementin form and substance reasonably satisfactory to Administrative Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to Agents and Lenders). (ii) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, which Other Credit Agreement shall be existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;counsel. (viiii) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the The Administrative Agent shall have received an originally executed Restatement Effective Date Certificate, together with all such releases and reassignments as may attachments thereto. (iv) Administrative Agent shall have been requested received the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Administrative Agent, which releases Perfection Certificate and reassignments shall be in form copies of the financing statements (or similar documents) disclosed by such search and substance evidence reasonably satisfactory to the Administrative Agent;Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released. None of the Collateral shall be subject to any Liens, except for liens permitted under Section 6.02. (viiid) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a copy completed Perfection Certificate dated as of the duly authorized Restatement Effective Date and executed Primary Intercreditor Agreementsigned by an executive officer or Financial Officer of the Parent Borrower, which Primary Intercreditor Agreement together with all attachments contemplated thereby. (e) The Administrative Agent shall be have received, in form and substance reasonably satisfactory to Administrative Agent, an acknowledgement from each Person that was a Lender under the Administrative Agent Existing ABL Credit Agreement and who will not be a Lender after the Restatement Effective Date. (f) Minimum opening Excess Availability as of the Restatement Effective Date, after the application of proceeds of the initial Loans and issuance of initial Letters of Credit made or issued on the Restatement Effective Date, and after provision for payment of all fees and expenses of the Transactions, shall be in full force and effect in accordance with its terms; (x) the not less than $750,000,000. Administrative Agent shall have received a copy of Borrowing Base Certificate dated as of, and through the duly authorized and executed Secondary Intercreditor Agreementperiod ended, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;April 29, 2017. (ig) there No Defaults or Events of Default shall exist no Default or Event of Default have occurred and (ii) all representations be continuing. All costs, fees and warranties contained herein or in any other Credit Document shall be true expenses contemplated hereby due and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning payable on the Restatement Effective Date in form to Administrative Agent, Collateral Agent, Lead Arrangers and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known been paid to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely extent invoiced to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days Parent Borrower within 5 days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby;Date. (xixh) all necessary governmental (domestic and foreign) and third party approvals and/or consents There shall not exist any action, suit, investigation, litigation or proceeding pending in connection with any court or before any arbitrator or Governmental Authority that challenges the Loanslegality of, or otherwise seeks to enjoin, the other transactions contemplated hereby and the granting of Liens credit facility under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective DateTransactions.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof;Section 9.02): (va) the The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement signed on behalf of such party (which, subject to Section 9.06(b), may include any Electronic Signatures transmitted by fax, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page). (b) The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, setting forth counsel for the conclusion thatLoan Parties, after giving effect covering such matters relating to the incurrence of all the financings contemplated herebyBorrowers, the Parent and its Subsidiaries, taken Loan Documents or the Transactions as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of Administrative Agent shall reasonably request. The Borrowers hereby request such indebtedness, and will not be left with unreasonably small capital with which counsel to engage in their respective businesses and will not have incurred debts beyond their ability to pay deliver such debts as they mature;opinion. (xvc) the The Administrative Agent shall have received copies such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, the authorization of the Transactions and any other legal matters relating to the Borrowers, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit F. (id) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of each Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least one (1) Business Day prior to the Restatement Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder (including the reasonable fees and expenses of legal counsel). (f) The Administrative Agent shall have received the financial statements referred to in Sections 7.05(aSection 3.04(a), which financial statements shall be in form and substance reasonably satisfactory to the . (i) The Administrative Agent and shall have received, at least five (ii5) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory days prior to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (all documentation and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the information regarding each Borrower requested in connection with applicable “know your customer” information required pursuant and anti-money laundering rules and regulations, including the Patriot Act, to the PATRIOT Act, extent requested in each case as reasonably requested by writing of any Lender or the Administrative Agent Borrower at least three Business Days five (5) days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by and (ii) to the Lender or extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Restatement Effective Date, the Administrative Agent or any Lender that has requested, in a written notice to satisfy related checks under all applicable laws and regulations pursuant such Borrower at least five (5) days prior to the transactions contemplated hereby;Restatement Effective Date, a Beneficial Ownership Certification in relation to such Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (xixh) all necessary governmental (domestic The Administrative Agent and foreign) and third party approvals and/or consents in connection the Borrowers shall have made arrangements for the payment, prior to or simultaneously with the Loansinitial Loans hereunder, of all interest, fees and premiums, if any, on all Loans outstanding (immediately prior to the other transactions contemplated hereby and the granting of Liens Restatement Effective Date) under the Existing Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the (other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinthan contingent indemnity obligations). The Administrative Agent will give shall notify the Borrower Borrowers and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on September 22, 2025 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Restatement Effective Date. This Agreement shall become effective on and as of the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (ia) the Parent, GMSC, Arlington, the Borrower, the The Administrative Agent (or its counsel) shall have received from each Borrower and the Lenders constituting the Required Lenders shall have signed either (i) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy transmission of the Lenders, a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have given to received such documents and certificates as the Administrative Agent telephonic (confirmed or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, the authorization of the Transactions and any other legal matters relating to the Borrowers, this Agreement or the Transactions, all in writing), written or facsimile notice (actually received) at such office that the same has been signed form and mailed to it; (ii) the Borrower shall have paid substance satisfactory to the Administrative Agent and its counsel. (c) The Administrative Agent shall have received a certificate, dated the Lenders Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the U.S. Borrower, confirming that (i) the representations and warranties of the Borrowers set forth in the Loan Documents are true and correct on and as of the Restatement Effective Date and (ii) after giving effect to the amendments contained herein, no Default has occurred and is continuing. (d) The Administrative Agent shall have received all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then amounts due and invoiced at least two Business Days payable on or prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiariesincluding, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default to the extent invoiced, reimbursement or Event payment of Default all out-of-pocket expenses required to be reimbursed or paid by the U.S. Borrower hereunder and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect an amendment fee equal to the Transaction 0.30% of the Commitment (it being understood and agreed that any representation or warranty which as reduced by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirementsAgreement) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be that has executed and delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parentcounterpart to this Agreement prior to 5:00 p.m., in the form of Exhibit JMinneapolis time, which shall be addressed to the on June 22, 2009. The Administrative Agent shall notify the Borrowers and each of the Lenders and dated of the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements notice shall be in form conclusive and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datebinding.

Restatement Effective Date. This The amendment and restatement of the Original Credit Agreement as set forth in Section 2 hereof, and the amendment and restatement of Exhibit A to the Original Credit Agreement as set forth in Section 2 hereof, shall become be effective on such date after the date Amendment Agreement Effective Date and on or prior to May 11, 2009 (the “Termination Date”) as shall have been specified by the Borrower to the Administrative Agent in a telephonic or written notice (such date, subject to the satisfaction or waiver of the conditions set forth below, being referred to as the “Restatement Effective Date”) on which ); provided that the following conditions shall have been satisfied on or prior to as of such date (which date shall be substantially concurrent with or waived by an agreement in writing entered into by the “Effective Date,” as defined in Administrative Agent, the Plan of ReorganizationIssuing Banks Agent, each Issuing Bank, each New Revolving Lender and each Extending Revolving Lender): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (iia) the Borrower shall have paid to established the Administrative Agent ▇▇ ▇▇▇▇ Collateral Account and shall have deposited, or substantially concurrently with the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect consummation of the transactions contemplated by this Agreement referred to in Section 3 hereof shall deposit, into the extent then due and invoiced at least two Business Days prior ▇▇ ▇▇▇▇ Collateral Account an amount in cash equal to 105.00% of the aggregate LC Exposure of all the Issuing Banks as of the Restatement Effective Date; (iiib) the Borrower shall have paid, or substantially concurrently with the consummation of the transaction referred to in Section 3 hereof shall pay, all amounts required to be paid to the Lenders any interest that has accrued but has not been paid by it on the Revolving Loans or the Term Loans Restatement Effective Date pursuant to the Final DIP/Cash Collateral OrderSection 3 hereof; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds representations and warranties of the Equity Investment; (vii) all Indebtedness Borrower set forth in Section 6 hereof shall be true and correct as of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassignedRestatement Effective Date, and the Administrative Agent shall have received all such releases a certificate, dated the Restatement Effective Date and reassignments as may have been requested signed by the Administrative Agentchief executive officer or a Financial Officer of the Borrower, confirming the accuracy thereof, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viiid) the Collateral and Guaranty Requirements with respect to each Collateral Vessel Administrative Agent shall have been satisfied received, for account of the New Revolving Lenders and Extending Revolving Lenders (including any amendments the Specified Revolving Lenders) entitled thereto, the Restatement Effective Date Fees required to be paid pursuant to Section 11(b) hereof and the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent)Ticking Fees required to be paid pursuant to Section 11(c) hereof; (ixe) the Administrative Agent shall have received all amounts due and payable to the Administrative Agent on or prior to the Restatement Effective Date pursuant to the Loan Documents, including reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, and the Administrative Agent and its Affiliates, and the applicable Lenders, shall have received all amounts due and payable on or prior to the Restatement Effective Date pursuant to certain fee letter agreements entered into in connection with this Amendment and the transactions contemplated hereby, including reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower pursuant to such letter agreements; (f) each Subsidiary Loan Party shall have entered into a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Reaffirmation Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;Agent; and (xg) notwithstanding the notice requirements set forth in Section 5.11 of the Original Credit Agreement, if any Subsidiary has been formed or acquired within 10 days prior to the Restatement Effective Date, the Borrower shall have notified the Administrative Agent of any such formation or acquisition; and the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreementcertificate, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective DateDate and signed by the chief executive officer or a Financial Officer of the Borrower, setting forth the conclusion to such effect. It is agreed that, after giving effect to in the incurrence of all event any New Revolving Lender or any Extending Revolving Lender shall have failed on the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and date specified by the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not set forth above to purchase or make any Loan required to be rendered insolvent purchased or made by the incurrence of it pursuant to Section 3 hereof on such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay date if such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on date were the Restatement Effective Date (any such failure being referred to as a “Lender Default”; and any such New Revolving Lender or any such Extending Revolving Lender being referred to as a “Defaulting New Revolving Lender” or a “Defaulting Extending Revolving Lender”), then, unless agreed to otherwise in form writing by the Borrower, the Administrative Agent, the Issuing Banks Agent, each Issuing Bank, each New Revolving Lender (other than any Defaulting New Revolving Lender) and substance reasonably satisfactory each Extending Revolving Lender (other than any Defaulting Extending Revolving Lender), such date shall not, whether or not the conditions set forth above shall have been satisfied or waived, be deemed to be the Lenders; (xvi) on the “Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware ” for all purposes of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect this Amendment (other than events publicly disclosed prior for purposes of determining liability, if any, of such Defaulting New Revolving Lender or such Defaulting Extending Revolving Lender to the commencement Borrower on account of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefromsuch failure); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have ; provided, or procured the supply ofhowever, the “know your customer” information required pursuant to the PATRIOT Actthat if, in each case as reasonably requested by any Lender or the Administrative Agent at least within three Business Days prior of such date, one or more Replacement Revolving Lenders (as defined below) shall have made and/or purchased the Loans that are the subject of all the Lender Defaults, then, subject to the satisfaction or waiver of the conditions set forth above, the date of such making or purchase of the Loans shall be the “Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinDate”. The Administrative Agent will shall promptly notify all the Extending Revolving Lenders and all the New Revolving Lenders of any Lender Default, and, to the extent necessary to give effect to this paragraph, the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective DateTermination Date shall be extended by not more than three Business Days.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed from each party hereto either (A) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsB) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the LendersLoan Documents and such other legal opinions, shall have given to certificates, documents, instruments and agreements as the Administrative Agent telephonic (confirmed shall reasonably request in writing)connection with the Transactions, written or facsimile notice (actually received) at such office that the same has been signed all in form and mailed to it; (ii) the Borrower shall have paid substance satisfactory to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime its counsel and other counsel to as further described in the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect list of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date;closing documents attached as Exhibit D. (iiib) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of ▇▇▇▇▇ ▇▇▇▇▇ LLP, setting forth counsel for the conclusion thatBorrower, after giving effect covering such matters relating to the incurrence of all the financings contemplated herebyBorrower, the Parent and its Subsidiaries, taken Loan Documents or the Transactions as a whole, and the Administrative Agent shall reasonably request. The Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of hereby requests such indebtedness, and will not be left with unreasonably small capital with which counsel to engage in their respective businesses and will not have incurred debts beyond their ability to pay deliver such debts as they mature;opinion. (xvc) the The Administrative Agent shall have received copies such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and valid existence of (i) the financial statements referred Borrower, the authorization of the Transactions and any other legal matters relating to in Sections 7.05(a)the Borrower, which financial statements shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit D. (iid) Cash Flow Projections for the 13-week period beginning on The Administrative Agent shall have received a certificate, dated the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have signed by a Material Adverse Effect (other than events publicly disclosed prior to the commencement Responsible Officer of the Chapter 11 ProceedingsBorrower, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened certifying (i) against that the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or representations and warranties contained in Article III are true and correct as of such date and (ii) which the that no Default or Event of Default has occurred and is continuing as of such date. (e) The Administrative Agent shall determine has hadhave received, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to for the commencement account of the Chapter 11 Proceedingsapplicable Persons, payment of (x) all accrued and unpaid interest and fees owing under the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Existing Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days Agreement immediately prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xixy) all necessary governmental (domestic principal of any “Swingline Loans” outstanding under and foreign) and third party approvals and/or consents as defined in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Existing Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred immediately prior to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date.

Restatement Effective Date. This The effectiveness of this Agreement shall become effective on is subject to the date (the “Restatement Effective Date”) on which satisfaction of the following conditions conditions: (a) The Administrative Agent (or its counsel) shall have been satisfied on or prior to such date (which date shall be substantially concurrent with received from each Revolving Facility Lender, each Borrower, and the “Effective Date,” as defined in the Plan of Reorganization): Administrative Agent, either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include by electronic means transmission of the Lenders, a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have given received such copies of amendments to the Loan Documents as may be requested by the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement the Restatement to ensure the continued validity, enforceability and priority of the Loan Documents after giving effect to the extent then due Restatement as may have been reasonably requested by the Administrative Agent together with such opinions of counsel, certificates, and invoiced at least two Business Days prior other documents as the Administrative Agent may have reasonably requested in connection therewith. (c) All accrued interest and fees payable hereunder through the Restatement Effective Date shall have been paid. (d) The Administrative Agent shall have received from the Company an upfront fee payable for the account of each Revolving Facility Lender set forth on Schedule 2.01 equal to 0.25% of the aggregate principal amount of such ▇▇▇▇▇▇’s Revolving Facility Commitment immediately after giving effect to the Restatement Effective Date;. (iiie) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received (or be reasonably satisfied that it will receive promptly after the funding of Loans on the Restatement Effective Date), on behalf of itself, the Lenders and each Issuing Bank, a copy favorable written opinion of (i) ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the duly authorized Loan Parties, (ii) Walkers (Bermuda) Limited, Bermuda counsel for the Loan Parties, (iii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., ▇▇▇▇▇▇▇▇ Islands and executed Other Credit Agreementmaritime counsel for the Loan Parties, which Other Credit Agreement shall be (iv) Cains, Isle of Man counsel for the Loan Parties and (v) GrahamThompson, Bahamas counsel for the Loan Parties, in each case (A) dated the Restatement Effective Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) covering such other matters relating to the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and Loan Documents as the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent;request. (viiif) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Restatement Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory by the constituent documents of such Loan Party, (ii) a certificate as to the Administrative Agent good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and shall be complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Restatement Effective Date to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in accordance with its termsconnection herewith on behalf of such Loan Party, and (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (xg) the Administrative Agent The Lenders shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, substantially in the form of Exhibit J, which shall be addressed to the Administrative Agent C and each signed by a Financial Officer of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature;Company. (xvh) the Administrative Agent JPMorgan Chase Bank, N.A. shall have received copies of (i) the financial statements referred all fees payable thereto or to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory any Lender on or prior to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory and, to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent extent invoiced at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Restatement Effective Date, including, to the extent invoiced at least three Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ (Bermuda) Limited, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (i) The Lenders shall have received, at least three Business Days prior to the Restatement Effective Date, all documentation and other information reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant in writing at least ten Business Days prior to the transactions contemplated hereby;Restatement Effective Date and (ii) to the extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Company at least 10 Business Days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (xixi) all necessary governmental (domestic On and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence as of the Restatement Effective Date, the representations and warranties of the Company and each other Loan Party set forth in Sections 4.01(b) and 4.01(c) hereof shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) and (ii) the Administrative Agent shall have received a certificate from a Responsible Officer of the Company certifying as to the matters set forth in Sections 4.01(b) and 4.01(c) hereof. (k) The Company shall have consummated one or more debt or equity financings (including debt secured by a Lien on the Collateral secured on an equal priority basis with the Liens securing the Obligations) not prohibited by the terms of the Loan Documents, resulting in at least $790.0 million of aggregate gross proceeds to the Company and/or its subsidiaries; provided that (i) the final maturity date or mandatory redemption date of any such debt or equity shall be no earlier than the Revolving Facility Maturity Date and (ii) in the case of any debt financings, (a) such debt shall not be subject to covenants, events of default, Subsidiary guarantees and other terms (other than interest rate and redemption premiums) that, taken as a whole, are more restrictive to the Company and its Subsidiaries than the terms of the Loan Documents (or if more restrictive, the Loan Documents shall be amended to contain such more restrictive terms (which amendments shall automatically occur)), (b) such debt shall not be subject to any financial maintenance covenants and (c) such debt shall have a weighted average life to maturity greater than the remaining weighted average life to maturity of the outstanding Revolving Facility Loans. (l) Substantially concurrently with the Restatement Effective Date, the Company shall have paid to the Administrative Agent, for the account of each Lender immediately prior to giving effect to this Agreement, all outstanding amounts, including all accrued and unpaid interest, with respect to the Existing Loans outstanding immediately prior to the Restatement Effective Date. (m) The elements of the Collateral and Guarantee Requirement required to be satisfied on or prior to the Restatement Effective Date (or promptly after the Restatement Effective Date, as applicable) with respect to Norwegian Jewel Limited and the NORWEGIAN JEWEL shall have been satisfied and the Administrative Agent shall have received the results of a search of Uniform Commercial Code (or equivalent) filings made with respect to each Loan Party in Washington, D.C., the State of Florida, the jurisdiction in which such Loan Party is formed and existing and lien searches of any other office or jurisdiction in which the Collateral Agent determines it would be advisable to conduct such a search, including tax and judgment lien searches and United States Patent and Trademark Office and United States Copyright Office searches, each as of a recent date and listing all effective financing statements, lien notices or other comparable documents that name any Loan Party as debtor, together with copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released; provided that, notwithstanding the terms of this Section 4.02(m) and Section 4.02(n), to the extent any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than (A) execution and delivery of the Additional Subsidiary Guarantor Accession Supplement to be delivered by Norwegian Jewel Limited, (B) execution and delivery of the Subsidiary Guarantor Pledge Agreement to be delivered by the holder of Equity Interests of Norwegian Jewel Limited (and, if required under the applicable governing law, Norwegian Jewel Limited), or (C) any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement, the registration or recording of a Vessel Mortgage with respect to the NORWEGIAN JEWEL in the appropriate ship registry) is not able to be provided on the Restatement Effective Date after the Company’s use of commercially reasonable efforts to do so, such requirements may be satisfied after the Restatement Effective Date in accordance with Section 5.10. (n) The Collateral Agent shall have received (or shall be reasonably satisfied that it will receive promptly after the funding of Loans on the Restatement Effective Date), with respect to the NORWEGIAN JEWEL: (i) evidence that the Vessel Mortgage has been duly executed and delivered by Norwegian Jewel Limited and duly registered in accordance with the laws of the appropriate ship registry and such other evidence that the Collateral Agent may deem necessary in order to create a valid first priority ship mortgage or first preferred ship mortgage and subsisting Lien securing the Obligations on the NORWEGIAN JEWEL in favor of the Collateral Agent for the benefit of the Secured Parties and that all registration fees in connection therewith have been duly paid; (ii) a Transcript of Register or Certificate of Ownership and Encumbrance issued by the appropriate ship registry stating that the NORWEGIAN JEWEL is owned by Norwegian Jewel Limited and that there are of record no liens or other encumbrances on the NORWEGIAN JEWEL except the Vessel Mortgage in favor of the Collateral Agent and other Permitted Liens; (iii) a copy of a certificate duly issued by the Classification Society to the effect that the NORWEGIAN JEWEL has received the highest classification and rating for vessels of the same age and type, and is free of all overdue recommendations and notations of the Classification Society; (iv) evidence of insurance in respect of the NORWEGIAN JEWEL naming the Collateral Agent, for the benefit of the Secured Parties, as loss payee under property and casualty coverages, and, with respect to liability coverages, evidence that the relevant protection and indemnity club has made a loss payable endorsement to such coverages as required in the relevant Security Documents, in each case with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is specified in Section 5.02 or otherwise required pursuant to the relevant Security Documents, together with the letters of undertaking required by the relevant Security Documents; (v) copies of the DOC and SMC referred to in clause (a) of the definition of “ISM Code Documentation,” for the NORWEGIAN JEWEL certified as true and in effect by Norwegian Jewel Limited; and (y) copies of such ISM Code Documentation for the NORWEGIAN JEWEL as the Administrative Agent may by written notice to the Company request no later than two Business Days before the Restatement Effective Date, certified as true and complete in all material respects by Norwegian Jewel Limited; and (vi) a copy of the International Ship Security Certificate for the NORWEGIAN JEWEL issued under the ISPS Code, certified as true and in effect by Norwegian Jewel Limited. (i) On the Restatement Effective Date, the Collateral Agent shall have received (a) counterparts of each Amendment to Vessel Mortgage in respect of any ▇▇▇▇▇▇▇▇ Islands flagged Mortgaged Vessel duly executed and delivered by the registered owner of such Mortgaged Vessel and the Mortgage Trustee suitable for recordation with the central office of the Maritime Administrator for the Republic of the ▇▇▇▇▇▇▇▇ Islands in New York City (the “Maritime Administrator’s Office”), (b) evidence that each Amendment to Vessel Mortgage in respect of any ▇▇▇▇▇▇▇▇ Islands flagged Mortgaged Vessel has been (or will, promptly following the Restatement Effective Date, be) duly registered with the Maritime Administrator’s Office in accordance with the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands and such other evidence that the Mortgage Trustee may deem necessary and that all registration fees in connection therewith have been duly paid; (ii) on or promptly following the Restatement Effective Date, a Certificate of Ownership and Encumbrances issued by the Maritime Administrator’s Office stating that such ▇▇▇▇▇▇▇▇ Islands flagged Mortgage Vessel is owned by the Subsidiary Guarantor and showing that there are of record no other liens or encumbrances on such ▇▇▇▇▇▇▇▇ Islands flagged Mortgaged Vessel except the Vessel Mortgage as amended by the Amendment in favor of the Mortgage Trustee; (iii) such other documents, including any consents, agreements or confirmation of third parties as may be required under any Amendment to the Mortgages in respect of the ▇▇▇▇▇▇▇▇ Islands flagged Mortgage Ships or otherwise as the Collateral Agent or the Mortgage Trustee may reasonably request; and (iv) the Administrative Agent shall have received (or be reasonably satisfied that it will received promptly after the funding of the Loans on the Restatement Effective Date) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., ▇▇▇▇▇▇▇▇ Islands counsel to the Loan Parties. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory

Restatement Effective Date. This The amendment and restatement of this Agreement in the form hereof shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof;Section 10.02): (va) The Administrative Agent (or its counsel) shall have received, with a counterpart or copy for each Lender, from each party hereto either (i) a counterpart of this Agreement signed on behalf of each such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a copy such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the duly authorized Transactions and executed Other Credit Agreementany other legal matters relating to the Loan Parties, which Other Credit Agreement shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;counsel. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement The Administrative Agent shall have been partially repaid received, with a counterpart or copy for each Lender, a certificate, dated the Restatement Effective Date, of a responsible officer of the Company confirming as of the Restatement Effective Date (i) the accuracy of all representations and warranties in the amount of $39,649,220 with Loan Documents and (ii) that there exists no Default, in each such case after giving effect to the proceeds of Transactions that are to occur on the Equity Investment;Restatement Effective Date and to the Blue Falcon Acquisition. (viid) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the The Administrative Agent shall have received all such releases fees and reassignments as may have been requested by the Administrative Agent, which releases other amounts due and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary payable on or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby;, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses agreed to be reimbursed or paid by any Loan Party. (xixe) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens All Loans outstanding under the Existing Credit Documents Agreement on the Restatement Effective Date shall have been obtained prepaid (subject to reborrowing on the terms set forth herein) and remain in effectall interest and fees accrued to the Restatement Effective Date under the Existing Credit Agreement shall have been paid. (f) The Guarantee Requirement shall be satisfied after giving effect to the Blue Falcon Acquisition, and all applicable waiting periods with respect thereto each subsidiary that is a Subsidiary Guarantor immediately prior to the Restatement Effective Date shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon executed and delivered to the consummation of this Agreement or Administrative Agent an instrument reasonably satisfactory to the other transactions contemplated by Administrative Agent reaffirming its obligations under the Credit Documents or otherwise referred to herein or therein; andSubsidiary Guarantee Agreement. (xxg) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give shall have received a favorable written opinion (addressed to the Borrower Administrative Agent, the Issuing Banks and each Lender prompt written notice of the occurrence of Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇., General Counsel of the Company, substantially in the form of Exhibit ▇-▇, (▇▇) ▇▇▇▇▇▇▇▇▇ ▇▇, Swiss counsel for the Loan Parties, substantially in the form of Exhibit G-2, (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Canadian counsel for the Loan Parties, substantially in the form of Exhibit G-3, and (iv) such special and local counsel as may be required by the Administrative Agent, in each case covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. (h) The Administrative Agent shall have received all documentation and other information related to each Loan Party reasonably required by the Administrative Agent and each Lender under applicable “know your customer” or similar rules and regulations, including the USA PATRIOT Act. (i) The Blue Falcon Acquisition shall have been consummated or shall be consummated substantially concurrently with the effectiveness of this Agreement in all material respects in accordance with the terms set forth in the Stock Purchase Agreement without giving effect to amendments, waivers, consents by the Company or its affiliates or other modifications that are materially adverse to the Administrative Agent or the Lenders without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned, the Administrative Agent hereby agreeing to respond promptly to any request for such a consent) it being agreed that (i) any increase or decrease in the “Initial Purchase Price” set forth in the Stock Purchase Agreement in excess of 10% in the aggregate shall be deemed to be materially adverse to the Administrative Agent and the Lenders and (ii) any such increase or decrease of 10% or less in the aggregate shall be deemed not to be materially adverse to the Administrative Agent or the Lenders). Notwithstanding any other provision of this Agreement, if the Restatement Effective Date shall not have occurred by the Termination Date, this Agreement shall cease to be of any force or effect and the Existing Credit Agreement will continue in effect in its existing form.

Restatement Effective Date. This Agreement shall become effective on (a) On the date (the “Restatement Effective Date”) on which , the following conditions shall have been satisfied on or prior to such date (which date Original Credit Agreement shall be substantially concurrent with the “Effective Date,” as defined amended and restated in the Plan of Reorganization): its entirety by this Agreement. The parties hereto acknowledge and agree that (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent other Loan Documents, whether executed and the Lenders delivered in respect connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the transactions contemplated by this Loans and other obligations under the Original Credit Agreement to or the extent then due and invoiced at least two Business Days other Loan Documents as in effect prior to the Restatement Effective Date and which remain outstanding as of the Restatement Effective Date; , (ii) the Loans and other obligations under the Original Credit Agreement and the Security Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereinafter subject to the terms herein) and (iii) the Borrower shall have paid to liens and security interests as granted under the Lenders any interest that has accrued but has not been paid on applicable Loan Documents securing payment of such the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; and other obligations are in all respects continuing (ivwithout interruption) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;and are reaffirmed hereby. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) On and after the Equity Conversion Restatement Effective Date, (i) all references to the Original Credit Agreement or the Credit Agreement in the Loan Documents (other than this Agreement) shall have occurred be deemed to refer to the Original Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement or the Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated hereby. (c) the Loans under this Agreement shall have been partially repaid This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in the amount of $39,649,220 with the proceeds any other Loan Document, all terms and conditions of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be Loan Document remain in full force and effect in accordance with its terms;unless otherwise specifically amended hereby or by any other Loan Document. (xd) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory Except to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) extent specifically amended on the Restatement Effective Date, nothing this amendment and restatement shall have occurred since February 28not alter, 2012 modify or in any way amend the schedules and exhibits to the Original Credit Agreement (and neither the Administrative Agent nor the Required Lenders such schedules and exhibits shall have become aware of any facts or conditions not previously known continue to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement be schedules and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefromexhibits hereto);. (xviie) other than For the Chapter 11 Proceedingsavoidance of doubt, there shall be no actions, suits any Default or proceedings pending or threatened (i) against Event of Default that occurred under the Original Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of is continuing on the Restatement Effective DateDate shall constitute a Default or Event of Default, as applicable, under this Agreement.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed from each party hereto either (A) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsB) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the LendersLoan Documents and such other legal opinions, shall have given to certificates, documents, instruments and agreements as the Administrative Agent telephonic (confirmed shall reasonably request in writing)connection with the Transactions, written or facsimile notice (actually received) at such office that the same has been signed all in form and mailed to it; (ii) the Borrower shall have paid substance satisfactory to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime its counsel and other counsel to as further described in the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect list of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date;closing documents attached as Exhibit D. (iiib) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of Stoel Rives LLP, setting forth counsel for the conclusion thatBorrower, after giving effect covering such matters relating to the incurrence of all the financings contemplated herebyBorrower, the Parent and its Subsidiaries, taken Loan Documents or the Transactions as a whole, and the Administrative Agent shall reasonably request. The Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of hereby requests such indebtedness, and will not be left with unreasonably small capital with which counsel to engage in their respective businesses and will not have incurred debts beyond their ability to pay deliver such debts as they mature;opinion. (xvc) the The Administrative Agent shall have received copies such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and valid existence of (i) the financial statements referred Borrower, the authorization of the Transactions and any other legal matters relating to in Sections 7.05(a)the Borrower, which financial statements shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit D. (iid) Cash Flow Projections for the 13-week period beginning on The Administrative Agent shall have received a certificate, dated the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have signed by a Material Adverse Effect (other than events publicly disclosed prior to the commencement Responsible Officer of the Chapter 11 ProceedingsBorrower, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened certifying (i) against that the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or representations and warranties contained in Article III are true and correct as of such date and (ii) which the that no Default or Event of Default has occurred and is continuing as of such date. (e) The Administrative Agent shall determine has hadhave received, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to for the commencement account of the Chapter 11 Proceedingsapplicable Persons, payment of all accrued and unpaid interest and fees owing under the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Existing Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days Agreement immediately prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date.

Restatement Effective Date. This The effectiveness of this Agreement shall become effective on is subject to the date (the “Restatement Effective Date”) on which satisfaction of the following conditions conditions: (a) The Administrative Agent (or its counsel) shall have been satisfied received from each Term A-1 Lender and each Deferred Term A Lender, in each case, set forth on or prior to such date (which date shall be substantially concurrent with Schedule 2.01, the “Effective Date,” as defined in Required Lenders, each Borrower, and the Plan of Reorganization): Administrative Agent, either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof of (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given a consent to) this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent telephonic (confirmed which may include by electronic means transmission of a signed signature page of this Agreement) that such party has signed a counterpart of (or, in writing)the case of the Lenders, written or facsimile notice (actually receiveda consent to) at such office that this Agreement. Each Term A-1 Lender and each Deferred Term A Lender, by submitting a consent to the same Pro Rata Extension Offer, dated April 15, 2020, has been signed and mailed consented to it;this Agreement. (iib) the Borrower The Administrative Agent shall have paid received such copies of amendments to the Loan Documents as may be requested by the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement the Restatement to ensure the continued validity, enforceability and priority of the Loan Documents after giving effect to the extent then due Restatement as may have been reasonably requested by the Administrative Agent together with such opinions of counsel, certificates, and invoiced at least two Business Days other documents as the Administrative Agent may have reasonably requested in connection therewith. (c) All accrued interest and fees payable hereunder through the Restatement Effective Date shall have been paid. (d) The Administrative Agent shall have received from the Company an upfront fee payable for the account of each Term A-1 Lender and each Deferred Term A Lender, in each case, set forth on Schedule 2.01 equal to 0.25% of the aggregate principal amount of such L▇▇▇▇▇’s Existing Loans outstanding immediately prior to the Restatement Effective Date;. (iiie) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received (or be reasonably satisfied that it will receive promptly after the funding of Loans on the Restatement Effective Date), on behalf of itself, the Lenders and each Issuing Bank, a copy favorable written opinion of (i) P▇▇▇, W▇▇▇▇, R▇▇▇▇▇▇, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, special counsel for the duly authorized Loan Parties, (ii) Walkers (Bermuda) Limited, Bermuda counsel for the Loan Parties, (iii) M▇▇▇▇ ▇▇▇▇▇ JSM, M▇▇▇▇▇▇▇ Islands counsel for the Loan Parties and executed Other Credit Agreement(iv) M▇▇▇▇ ▇▇▇▇▇, which Other Credit Agreement shall be maritime counsel for the Loan Parties, in each case (A) dated the Restatement Effective Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) covering such other matters relating to the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and Loan Documents as the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent;request. (viiif) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Restatement Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory by the constituent documents of such Loan Party, (ii) a certificate as to the Administrative Agent good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and shall be complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Restatement Effective Date to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in accordance with its termsconnection herewith on behalf of such Loan Party, and (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (xg) the Administrative Agent The Lenders shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, substantially in the form of Exhibit J, which shall be addressed to the Administrative Agent C and each signed by a Financial Officer of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature;Company. (xvh) the Administrative Agent JPMorgan Chase Bank, N.A. shall have received copies of (i) the financial statements referred all fees payable thereto or to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory any Lender on or prior to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory and, to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent extent invoiced at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Restatement Effective Date, including, to the extent invoiced at least three Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, A▇▇▇▇▇▇ (Bermuda) Limited, H▇▇▇▇ & J▇▇▇▇▇▇ and W▇▇▇▇▇, ▇▇▇▇▇▇ & W▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (i) The Lenders shall have received, at least three Business Days prior to the Restatement Effective Date, all documentation and other information reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant in writing at least ten Business Days prior to the transactions contemplated hereby;Restatement Effective Date and (ii) to the extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Company at least 10 Business Days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (xixi) all necessary governmental (domestic On and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence as of the Restatement Effective Date, the representations and warranties of the BorrowerCompany and each other Loan Party set forth in Sections 4.01(b) and 4.01(c) hereof shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) and (ii) the Administrative Agent shall have received a certificate from a Responsible Officer of the BorrowerCompany certifying as to the matters set forth in Sections 4.01(b) and 4.01(c) hereof. (k) The Company shall have consummated one or more debt or equity financings (other than debt secured by a Lien on the Collateral secured on an equal priority basis with the Liens securing the Obligations) not prohibited by the terms of the Loan Documents, resulting in at least $1.0 billion of aggregate gross proceeds to the Company and/or its subsidiaries; provided that (i) the final maturity date or mandatory redemption date of any such debt or equity shall be no earlier than the Revolving Facility Maturity Date or the Term A Loan Maturity Date and (ii) in the case of any debt financings, (a) such debt shall not be subject to covenants, events of default, Subsidiary guarantees and other terms (other than interest rate and redemption premiums) that, taken as a whole, are more restrictive to the Company and its Subsidiaries than the terms of the Senior Unsecured Notes Documents (or if more restrictive, the Loan Documents shall be amended to contain such more restrictive terms (which amendments shall automatically occur)), (b) such debt shall not be subject to any financial maintenance covenants and (c) such debt shall have a weighted average life to maturity greater than the remaining weighted average life to maturity of the outstanding Revolving Facility Loans and Term A Loans. (i) On the Restatement Effective Date, the Collateral Agent shall have received (a) counterparts of each Amendment to Vessel Mortgage in respect of any M▇▇▇▇▇▇▇ Islands flagged Mortgaged Vessel duly executed and delivered by the registered owner of such Mortgaged Vessel and the Mortgage Trustee suitable for recordation with the central office of the Maritime Administrator for the Republic of the M▇▇▇▇▇▇▇ Islands in New York City (the “Maritime Administrator’s Office”), (b) evidence that each Amendment to Vessel Mortgage in respect of any M▇▇▇▇▇▇▇ Islands flagged Mortgaged Vessel has been (or will, promptly following the Restatement Effective Date, be) duly registered with the Maritime Administrator’s Office in accordance with the laws of the Republic of the M▇▇▇▇▇▇▇ Islands and such other evidence that the Mortgage Trustee may deem necessary and that all registration fees in connection therewith have been duly paid; (ii) On or promptly following the Restatement Effective Date, a Certificate of Ownership and Encumbrances issued by the Maritime Administrator’s Office stating that such M▇▇▇▇▇▇▇ Islands flagged Mortgage Vessel is owned by the Subsidiary Guarantor and showing that there are of record no other liens or encumbrances on such M▇▇▇▇▇▇▇ Islands flagged Mortgaged Vessel except the Vessel Mortgage as amended by the Amendment in favor of the Mortgage Trustee; (iii) Such other documents, including any consents, agreements or confirmation of third parties as may be required under any Amendment to the Mortgages in respect of the M▇▇▇▇▇▇▇ Islands flagged Mortgage Ships or otherwise as the Collateral Agent or the Mortgage Trustee may reasonably request; and (iv) the Administrative Agent shall have received (or be reasonably satisfied that it will received promptly after the funding of the Loans on the Restatement Effective Date) a favorable opinion of M▇▇▇▇ B▇▇▇▇, ▇▇▇▇▇▇▇▇ Islands counsel to the Loan Parties. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Restatement Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such L▇▇▇▇▇’s ratable portion of the initial Borrowing.

Restatement Effective Date. This Agreement shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof;Section 9.02): (va) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent Agents, the Issuing Bank and each of the Lenders and dated the Restatement Effective Date) of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, setting forth counsel for the conclusion thatLoan Parties, after giving effect substantially in the form of Exhibit I. Each of the Borrowers hereby requests such counsel to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of deliver such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature;opinions. (xvc) the The Administrative Agent shall have received copies a true and complete copy of (i) each Loan Party's organizational documents, an incumbency certificate for each person authorized to execute Loan Documents on behalf of a Loan Party, resolutions authorizing the financial statements referred due execution, delivery and performance of the Loan Documents and the Transactions and a good standing certificate from each jurisdiction where a Loan Party is organized and each jurisdiction necessary for it to in Sections 7.05(a)carry on its business and such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, which financial statements shall be existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Loan Parties' delivery of the foregoing documents to the Administrative Agent on the Effective Date shall be deemed to have satisfied this condition. (iid) Cash Flow Projections The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the president, a vice president or a Financial Officer of the Company, confirming compliance with the conditions set forth in this Section 4.01. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (f) The Administrative Agent shall have received a completed Borrowing Base Certificate dated the Restatement Effective Date and signed by a Financial Officer of the Company, calculating the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base as of the end of the month ended immediately prior to the Restatement Effective Date. (g) The Administrative Agent shall have received the results of satisfactory lien searches (including, without limitation, the results of satisfactory tax lien and judgment lien searches) showing the absence of any Liens (except for the 13-week period beginning Liens in favor of the Collateral Agent) on any of any of the Collateral other than Liens expressly permitted by Section 6.02 hereof or Liens which will be terminated on the Restatement Effective Date (including, without limitation, those Liens in form favor of the lenders under the Bridge Financing Facility (as defined in the Existing Credit Agreement). The Administrative Agent's receipt of the foregoing on the Effective Date shall be deemed to have satisfied this condition (other than with respect to the termination of the Liens with respect to the Bridge Financing Facility, which shall be required to be delivered prior to the Restatement Effective Date). (h) All necessary consents and substance reasonably approvals to the transactions contemplated hereby shall have been obtained and shall be satisfactory to the Lenders;Administrative Agent. (xvii) The Administrative Agent, based upon delivery of a customary officer's solvency certificate together with the consolidated balance sheet of the Company, shall be satisfied that Loan Parties, on a consolidated basis, are Solvent on the Restatement Effective Date, nothing before and after giving effect to the Credit Extensions made on the Restatement Effective Date. (j) To the extent required to be satisfied on the Restatement Effective Date, the Real Estate Eligibility Requirements shall have occurred since February 28, 2012 been satisfied. (and neither the k) The Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to received such other instruments, documents, and agreements as the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is its counsel may reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinrequest. The Administrative Agent will give shall notify the Borrower Company and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

Restatement Effective Date. This The effectiveness of this Agreement shall become effective on is subject to the date (the “Restatement Effective Date”) on which satisfaction of each of the following conditions shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date: (a) The Administrative Agent (or its counsel) shall have received from each party to the Original Credit Agreement immediately prior to the Restatement Effective Date hereto either a counterpart of this Agreement signed on behalf of such party or written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement; (iiib) the Borrower The Administrative Agent (or its counsel) shall have paid received from the Company and each initial U.S. Guarantor either (A) a counterpart of a reaffirmation under the U.S. Guarantee and Security Agreement signed on behalf of such U.S. Loan Party or (B) written evidence reasonably satisfactory to the Lenders any interest Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of such reaffirmation agreement) that such party has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Ordersigned a counterpart of reaffirmation agreement; (ivc) the Plan of Reorganization The Administrative Agent (or its counsel) shall have been confirmed by received from the Bankruptcy Court Bermuda Borrower (A) counterparts of a reaffirmation agreement under the Foreign Security Agreement signed on behalf of the Bermuda Borrower and the conditions Foreign Guarantors on the Restatement Effective Date or (B) written evidence reasonably satisfactory to effectiveness of the Plan of Reorganization shall have been satisfied Administrative Agent (which may include telecopy or waived electronic mail transmission in accordance with Section 9.01 of a signed signature page of such reaffirmation agreement) that the terms thereofBermuda Borrower and the Foreign Guarantors have signed a counterpart of such reaffirmation agreement; (vd) the The Administrative Agent shall have received a copy the executed legal opinions of (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company and (ii) ▇▇▇▇▇▇▇, special Bermuda counsel to the Foreign Loan Parties, in each case, dated the Restatement Effective Date and in form reasonably satisfactory to the Administrative Agent. The Company hereby requests such counsel to deliver such opinion; (e) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the duly authorized Loan Parties on the Restatement Effective Date, the authorization of the transactions contemplated hereby on the Restatement Effective Date and executed Other Credit Agreementany other legal matters relating to such Loan Parties, which Other Credit Agreement shall be the Loan Documents or such transactions, all in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its termscounsel; (vif) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a copy certificate attesting to the Solvency of the duly authorized Company and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory its Subsidiaries (taken as a whole) on the Restatement Effective Date after giving effect to the Transactions, from a Financial Officer of the Company; (g) The Lenders shall have received on or prior to the Restatement Effective Date all documentation and other information reasonably requested in writing by them at least three business days prior to the Restatement Effective Date in order to allow the Lenders to comply with the Patriot Act and other “know your customer” Laws; (h) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be in full force and effect in accordance with its termsreimbursed or paid by the Borrowers hereunder; (xi) the The Administrative Agent shall have received a copy Notes executed by the applicable Borrowers in favor of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent requesting a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent Note at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinDate; and (xxj) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice shall have received a certificate signed by a Responsible Officer of the occurrence Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Restatement Effective Dateaudited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.2): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by the Borrower in the case favor of each Lender requesting a Note in advance of the Lenders, Restatement Effective Date. (c) The Administrative Agent shall have given to the Administrative Agent telephonic received a favorable written opinion (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; (iii) of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent;. The Borrower hereby requests such counsel to deliver such opinion. (viiid) The Administrative Agent shall have received (i) certified copies of the Collateral resolutions of the board of directors of the Borrower and Guaranty Requirements the sole member of the Guarantor approving the transactions contemplated by the Loan Documents to which it is a party and the execution and delivery of such Loan Documents to be delivered by such Loan Party on the Restatement Effective Date, and all documents evidencing other necessary corporate or limited liability company action and governmental approvals, if any, with respect to each Collateral Vessel shall have been satisfied the Loan Documents and (including any amendments ii) all other documents reasonably requested by the Administrative Agent relating to the Security Documents set forth in the definition of Collateral organization, existence and Guaranty Requirements as are necessary or desirable in the sole discretion good standing of the Administrative Agent);Guarantor and the Borrower and authorization of the transactions contemplated hereby. (ixe) the The Administrative Agent shall have received a copy certificate of the duly Secretary or an Assistant Secretary of the Borrower and the Guarantor (or its sole member, as applicable) and the Borrower certifying the names and true signatures of the officers of such entity (or its sole member, as applicable) authorized to sign the Loan Documents to which it is a party, to be delivered by such entity on the Restatement Effective Date and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall the other documents to be in form and substance reasonably satisfactory to delivered hereunder on the Administrative Agent and shall be in full force and effect in accordance with its terms;Restatement Effective Date. (xf) the The Administrative Agent shall have received a copy certificate, dated the Restatement Effective Date and signed on behalf of the duly authorized Borrower by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and executed Secondary Intercreditor Agreement(b) of Section 4.2 as of the Restatement Effective Date. (g) The Lenders, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) have received all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be fees required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for paid by the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall and all expenses required to be reimbursed by the Borrower for which invoices have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed been presented at least three business days prior to the commencement of Restatement Effective Date, on or before the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom);Restatement Effective Date. (xviih) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the The Administrative Agent shall determine has hadhave received, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as extent reasonably requested by any Lender or of the Administrative Agent Lenders at least three five Business Days prior to the Restatement Effective Date Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The Guarantor shall have duly authorized, executed and delivered the Reaffirmation Agreement. (j) On the Restatement Effective Date, all then outstanding loans under the Existing Credit Agreement shall have been repaid in connection full, together with its internal compliance regulations thereunder all accrued and unpaid interest and fees (including Commitment Fees (under and as defined in the Existing Credit Agreement)) and other amounts owing thereunder, whether or not such interest, fees or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws amounts are actually due and regulations payable at such time pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Existing Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinAgreement. The Administrative Agent will give shall notify the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of Article VIII, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent from each party hereto and the Lenders constituting the Required Lenders shall have signed Departing Lender either (A) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsB) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the LendersLoan Documents and such other legal opinions, shall have given to certificates and organizational documents as the Administrative Agent telephonic (confirmed shall reasonably request in writing)connection with the Transactions, written or facsimile notice (actually received) at such office that the same has been signed all in form and mailed to it; (ii) the Borrower shall have paid substance satisfactory to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime its counsel and other counsel to as further described in the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect list of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date;closing documents attached as Exhibit D. (iiib) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of Stoel Rives LLP, setting forth counsel for the conclusion thatBorrower, after giving effect covering such matters relating to the incurrence of all the financings contemplated herebyBorrower, the Parent and its Subsidiaries, taken Loan Documents or the Transactions as a whole, and the Administrative Agent shall reasonably request. The Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of hereby requests such indebtedness, and will not be left with unreasonably small capital with which counsel to engage in their respective businesses and will not have incurred debts beyond their ability to pay deliver such debts as they mature;opinion. (xvc) the The Administrative Agent shall have received copies such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and valid existence of (i) the financial statements referred Borrower, the authorization of the Transactions and any other legal matters relating to in Sections 7.05(a)the Borrower, which financial statements shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit D. (iid) Cash Flow Projections for the 13-week period beginning on The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, certifying (i) that the representations and warranties contained in form Article III are true and substance reasonably satisfactory correct as of such date and (ii) that no Default has occurred and is continuing as of such date. (e) The Administrative Agent shall have received, for the account of the applicable Persons, payment of all accrued and unpaid interest and fees owing under the Existing Credit Agreement immediately prior to the Lenders;Restatement Effective Date. (xvif) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, nothing including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) The Administrative Agent shall have occurred since February 28received (i) satisfactory audited consolidated financial statements of the Borrower and its Subsidiaries on a consolidated basis for the two most recent fiscal years ended prior to the Restatement Effective Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of the Borrower and its Subsidiaries on a consolidated basis for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) as to which such financial statements are available. (i) The Administrative Agent shall have received, 2012 at least five days prior to the Restatement Effective Date (and neither or such shorter period agreed to by the Administrative Agent nor in its sole discretion), all documentation and other information regarding the Required Lenders Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Restatement Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have become aware received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of any facts or conditions not previously known its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (i) The Administrative Agent or the Required Lenders) which shall have received such other documents as the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which through the Administrative Agent shall determine has had, or could Agent) may reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinrequest. The Administrative Agent will give shall notify the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on November 3, 2025 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Restatement Effective Date. This Notwithstanding the execution and delivery of this Agreement shall become effective on the date (hereof, this Agreement shall not become effective, the “Restatement Effective Date”) Existing Credit Agreement shall not be superseded as provided in Section 1.07, and the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (ia) the Parent, GMSC, Arlington, the Borrower, the The Administrative Agent and the Lenders constituting the Required Lenders (or its counsel) shall have signed received from each party hereto (including the Departing Lender) a counterpart hereof of this Agreement signed on behalf of such party (whether the same which, subject to Section 9.06(b), may include any Electronic Signatures transmitted by telecopy, emailed pdf. or different counterpartsany other electronic means that reproduces an image of an actual executed signature page). (b) and the Subsidiary Guarantors described in clause (x) of the definition thereof The Administrative Agent shall have signed an acknowledgment hereof received a written opinion (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; ) of (iiii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel for the Borrower shall have paid to Borrower, and (ii) in-house counsel for the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived Borrower, in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreementeach case, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Borrower, the Loan Documents or the Transactions as the Administrative Agent shall be in full force and effect in accordance with its terms;reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement The Lenders shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; received (viii) all Indebtedness audited consolidated financial statements of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of each of the Equity InvestmentSpecified Subsidiaries, for the two most recent fiscal years ended prior to the Restatement Effective Date as to which such financial statements are publicly available, (ii) unaudited interim consolidated financial statements of the Borrower and of each Specified Subsidiary for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are publicly available and (iii) an annual consolidated and consolidating income statement and annual cash flow statement and key liquidity and debt projections through and including the Borrower’s 2024 fiscal year, in each case, based on the 2021 fiscal year budget and the plans for 2022 through 2024, as adjusted for the Mountaineer Acquisition and associated distributable cash flow, EBITDA projections, pro forma adjustments, adjustments for dividends by the Borrower, debt reductions and deferred taxes, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections). (d) The Administrative Agent shall have received all such releases documents and reassignments certificates as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy or its counsel may reasonably request relating to the organization, existence and good standing of the duly authorized Borrower, the authorization of the Transactions and executed Primary Intercreditor Agreementany other legal matters relating to the Borrower, which Primary Intercreditor Agreement shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit F. (e) The Administrative Agent shall have received, at least five (5) days prior to the Restatement Effective Date, (i) all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Restatement Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be in full force and effect in accordance with its terms;deemed to be satisfied). (xf) the The Administrative Agent shall have received a copy certificate, dated the Restatement Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a) and (b) of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Section 4.03. (g) The Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause have made arrangements for the payment, prior to be delivered or simultaneously with the initial Loans hereunder, of all interest, fees and premiums, if any, on all Loans outstanding (immediately prior to the Restatement Effective Date) under the Existing Credit Agreement (other than contingent indemnity obligations). (h) The Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed have received all fees and other amounts due and payable on or prior to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion thatincluding, after giving effect to the incurrence extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and Borrower hereunder. The Administrative Agent shall notify the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence Lenders of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there such notice shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement conclusive and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datebinding.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 10.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy transmission of the Lenders, a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Agents shall have given to the Administrative Agent telephonic received a favorable written opinion (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costsand dated the Restatement Effective Date) of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, fees special counsel for the Parent Borrower, substantially in the form of Exhibit B. Each of Holdings and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other Parent Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably acceptable request relating to the Borrower) organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other compensation contemplated legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in connection with this Agreement form and the Final DIP/Cash Collateral Order payable substance satisfactory to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date;its counsel. (iiid) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of Holdings and the duly authorized and executed Other Credit AgreementParent Borrower, which Other Credit confirming compliance with the conditions set forth in Section 4.02. (e) The Reaffirmation Agreement shall have been duly executed by each Loan Party that is to be in form and substance reasonably satisfactory to the Administrative Agent a party thereto and shall be in full force and effect in accordance with its terms;on the Restatement Effective Date. (vif) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the The Administrative Agent shall have received all such releases fees and reassignments as may have been requested by the Administrative Agent, which releases other amounts due and reassignments shall be in form and substance reasonably satisfactory payable on or prior to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion thatincluding, after giving effect to the incurrence extent invoiced, reimbursement or payment of all the financings contemplated herebyout-of-pocket expenses (including fees, the Parent charges and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not disbursements of counsel) required to be rendered insolvent reimbursed or paid by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the any Loan Party hereunder or under any other Loan Document. The Administrative Agent shall have received copies notify the Parent Borrower and the Lenders of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing and such notice shall have occurred since February 28be conclusive and binding. Notwithstanding the foregoing, 2012 the obligations of the Lenders to make Loans, of the Tranche B-1 Lenders to make the Deposits and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known waived pursuant to the Administrative Agent Section 10.02) at or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to 5:00 p.m., New York City time, on August 2, 2006 (and, in the commencement of the Chapter 11 Proceedingsevent such conditions are not so satisfied or waived, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefromCommitments shall terminate at such time); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date.

Restatement Effective Date. This The amendment and restatement of the Existing Credit Agreement and the obligations of the Lenders to make Loans and of the Letter of Credit Issuers to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions is satisfied or waived by each Lender: (a) The Administrative Agent shall have been satisfied on or prior to such date (which date shall be substantially concurrent with received counterparts hereof signed by the “Effective Date,” as defined in the Plan Parent and each of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting listed on the Required Lenders shall have signed a counterpart signature pages hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lendersany party as to which an executed counterpart shall not have been received, shall have given to receipt by the Administrative Agent telephonic (confirmed in writingform satisfactory to it of facsimile or other written confirmation from such party that it has executed a counterpart hereof), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it;. (iib) the Borrower The Administrative Agent shall have paid received favorable written opinion letter addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective DateDate of B▇▇▇▇ ▇▇▇▇ LLP, setting forth counsel for the conclusion thatLoan Parties, after giving effect and C▇▇▇▇▇▇, D▇▇▇ & P▇▇▇▇▇▇ Limited, Bermuda counsel to the incurrence of all Parent, JRG Reinsurance and Holdings II, which opinion letters shall cover such matters relating to the financings contemplated herebyLoan Parties, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent Loan Documents or the Required Lenders) which Financing Transactions as the Administrative Agent or the Required Lenders shall determine is reasonably likely request and otherwise shall be in form and content reasonably satisfactory to the Administrative Agent. The Parent requests such counsel to deliver such opinion letter. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and its Material Subsidiaries, the authorization for and validity of the Financing Transactions and any other legal matters relating to each Loan Party, its Material Subsidiaries, the Loan Documents or the Financing Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Parent, confirming compliance with the conditions set forth in clauses (b), (c) and (d) of Section 4.02. (e) The Required Lenders shall not have notified the Administrative Agent of their determination that, since December 31, 2015, any event, development or circumstance has occurred that has had or would reasonably be expected to have a Material Adverse Effect Effect. (other than events publicly disclosed prior to the commencement f) Neither of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which Arranger nor the Administrative Agent shall determine has had, have become aware of any information or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed matter affecting the Loan Parties or the Financing Transactions which was in existence prior to the commencement date of this Agreement and is inconsistent in a material and adverse manner with any such information or other matter disclosed to them prior to the Chapter 11 Proceedings, the commencement and continuation date of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom);this Agreement. (xviiig) the Credit Parties Each Guarantor shall have provided, or procured the supply of, the “know your customer” information required pursuant executed and delivered to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior a confirmation of its Payment Guaranty in form and substance satisfactory to the Administrative Agent. (h) The Parent shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Restatement Effective Date in connection with its internal compliance regulations thereunder Date, including, to the extent invoiced, all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrowers under the Loan Documents, including the fees payable pursuant to Section 2.12(d). (i) All consents and approvals required to be obtained from any Applicable Insurance Regulatory Authority or other information reasonably requested by the Lender Governmental Authority or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents other Person in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents Financing Transactions shall have been obtained and remain be in full force and effect, and all applicable waiting periods with respect thereto except where failure to obtain such approval or consent would not have a Material Adverse Effect. (i) The Borrowers shall have expired without deposited with the Administrative Agent, for the ratable payment to the Departing Lender and the Remaining Lenders, an amount in immediately available funds equal to all accrued and unpaid interest (together with any action being taken by any competent authority which restrainsapplicable breakage compensation), prevents or imposes materially adverse conditions upon commitment fees, Letter of Credit participation fees and fronting fees under the consummation of this Existing Credit Agreement or to but not including the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinRestatement Effective Date; and (xxii) there the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that, concurrently with the effectiveness of this Agreement, (A) the respective Debts of the Parent and JRG Reinsurance to the Departing Lender for its Existing Revolving Loans and their other obligations, including accrued but unpaid interest and fees, to the Departing Lender under the Existing Credit Agreement shall have been paid and discharged in full, and (B) subject to such concurrent payment and discharge, the Departing Lender shall have consented in writing to the amendment and restatement of the Existing Credit Agreement upon and subject to the terms and conditions of this Agreement, including its ceasing to be a “Lender” to the Borrowers thereunder and hereunder. Each Remaining Lender hereby consents to such payment and discharge in full of the Borrowers’ Debts to the Departing Lender notwithstanding the pro rata sharing of payments otherwise required by Section 2.18 of the Existing Credit Agreement. (k) The Parent shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that the Best Rating of each Insurance Subsidiary is not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. lower than “A-”. (l) The Administrative Agent will give shall have received from JRG Reinsurance evidence reasonably satisfactory to the Borrower and each Lender prompt written notice Administrative Agent that no approval of any Applicable Insurance Regulatory Authority is required for any Borrowings by JRG Reinsurance or issuances of Letters of Credit with respect to which JRG Reinsurance is obligated under either of the occurrence Secured Facility or the Unsecured Facility and its pledge of Eligible Collateral under the Secured Facility, with such Debt and other obligations of JRG Reinsurance hereunder in each case ranking at least equally with claims of other creditors (including policy holders) of JRG Reinsurance, or, if such approval is required, that JRG Reinsurance has obtained such approval (the “Regulatory Condition Satisfaction”). (m) Each Borrower shall have executed and delivered to the Administrative Agent a confirmation of its respective Pledge Agreement; and JRG Reinsurance shall have executed and delivered to the Administrative Agent a confirmation of its Control Agreement, in each case, in form and substance satisfactory to the Administrative Agent. (n) The Administrative Agent and the Lenders shall have received from the Loan Parties such other certificates and other documents as the Administrative Agent or any Lender may reasonably have requested, including the promissory note complying with Section 2.09(e) of any Lender requesting such promissory note. Notwithstanding the foregoing, the obligations of the Restatement Effective DateLenders to make Loans and of the Letter of Credit Issuers to issue Letters of Credit shall not become effective unless each of the foregoing conditions is satisfied (or waived by each Lender) before 5:00 p.m., Prevailing Eastern Time, on or before December 15, 2016 (and, if any such condition is not so satisfied or waived, the Commitments shall terminate at such time).

Restatement Effective Date. This Agreement shall become effective on On the date (the “Restatement Effective Date”: (a) on which the following conditions The Administrative Agent shall have been satisfied received, on or prior behalf of itself, the Lenders, the Swingline Lender and the Issuing Bank, a favorable written opinion of Holland & Knight LLP, counsel for the Borrower, substantially to such date (the effect set forth in Exhibit H, which date opinion shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) dated the Parent, GMSC, Arlington, Restatement Effective Date and (ii) addressed to the BorrowerIssuing Bank, the Administrative Agent and the Lenders constituting Lenders. The Borrower hereby requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Required Lenders Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have signed received (i) a counterpart hereof copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the State of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (whether ii) a certificate of the same Secretary or different counterpartsAssistant Secretary of each Loan Party dated the Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the Subsidiary Guarantors by-laws of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (xB) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of such Loan Party authorizing the execution, delivery and performance of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same Loan Documents to the Administrative Agent orwhich such person is a party and, in the case of the LendersBorrower, shall the borrowings hereunder, and that such resolutions have given not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the Administrative Agent telephonic incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (confirmed in writing), written iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or facsimile notice (actually received) at such office that Assistant Secretary executing the same has been signed and mailed certificate pursuant to it; clause (ii) the Borrower above. (d) The Administrative Agent shall have paid to received a certificate, dated the Restatement Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01. (e) The Administrative Agent and the Lenders shall have received all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel Fees and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then amounts due and invoiced at least two Business Days payable on or prior to the Restatement Effective Date;, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (iiif) the Borrower The Incremental Assumption and Amendment Agreement shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect become effective in accordance with its terms;. (vig) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent The Lenders shall have received all such releases and reassignments as may have been requested by the Administrative Agenta certificate, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) Lenders, from the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion chief financial officer of the Administrative Agent); (ix) Borrower certifying that the Administrative Agent shall have received Borrower and the Subsidiaries, on a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and consolidated basis after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required Transactions to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) occur on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 are solvent. (and neither the Administrative Agent nor the Required h) The Lenders shall have become aware of any facts or conditions not previously known received, to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (extent requested, all documentation and other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the information required by regulatory authorities under applicable “know your customer” information required pursuant to and anti-money laundering rules and regulations, including the USA PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date.

Restatement Effective Date. (a) This Agreement shall become effective on the date (the “Restatement Effective Date”) on which the following conditions shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the ParentHoldings, GMSC, ArlingtonTrico Subsea Holding, the BorrowerBorrowers, the Administrative Agent and each of the Lenders constituting the Required Lenders party hereto shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; it and (ii) the Borrower shall have paid conditions set forth in Section 5 are met (or waived) to the reasonable satisfaction of the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to Lenders. Unless the Administrative Agent reasonably acceptable has received actual notice from any Lender that the conditions contained in Section 5 have not been met (or waived) to such Lender’s reasonable satisfaction, upon the Borrowersatisfaction of the condition described in clause (i) of the immediately preceding sentence and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to upon the Administrative Agent and Agent’s good faith determination that the Lenders conditions described in respect clause (ii) of the transactions contemplated by this Agreement to the extent immediately preceding sentence have been met, then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization Date shall have been confirmed by the Bankruptcy Court deemed to have occurred and the all conditions to effectiveness of the Plan of Reorganization contained in Section 5 shall have been be deemed satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinLender. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date. It is hereby acknowledged and agreed from and after the Restatement Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Original Shipping Credit Agreement and/or the Original Subsea Credit Agreement shall be deemed to be references to the Original Shipping Credit Agreement and/or the Original Subsea Credit Agreement, as applicable, as modified hereby on the Restatement Effective Date. (b) Each of the Borrowers hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, with respect to each of the Existing Loans to which it is a party. This Agreement represents an amendment and restatement of the Original Credit Agreements, and not a novation of the obligations and liabilities under the Original Credit Agreements or evidence of payment or discharge of all or any of the obligations or liabilities under the Original Credit Agreements. The execution of this Agreement shall not operate as a novation, waiver of any right, power, or remedy nor constitute a waiver of any provision of any of the Original Credit Agreements, except as expressly set forth herein.

Restatement Effective Date. This Notwithstanding the execution and delivery of this Agreement shall become effective on the date (hereof, this Agreement shall not become effective, the “Restatement Effective Date”) on which Existing Credit Agreement shall not be superseded as provided in Section 1.06, no commitment to make Credit Extensions shall arise and no Lender shall be required to make the initial Credit Extension hereunder each of the following conditions shall have has been satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received from (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed each party hereto either (A) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsB) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) each initial Subsidiary Guarantor either (A) a counterpart of the Lenders, shall have given Subsidiary Guaranty signed on behalf of such Subsidiary Guarantor or (B) written evidence satisfactory to the Administrative Agent telephonic (confirmed in writing), written which may include telecopy or facsimile notice (actually receivedelectronic transmission of a signed signature page of the Subsidiary Guaranty) at that such office that Subsidiary Guarantor has signed a counterpart of the same has been signed and mailed to it;Subsidiary Guaranty. (iib) the Borrower The Administrative Agent shall have paid received a written opinion (addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; (iii) of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit AgreementLoan Parties, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall be in full force and effect in accordance with its terms;reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement The Lenders shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of received satisfactory financial statement projections through and including the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment’s 2016 fiscal year, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections). (d) The Administrative Agent shall have received all (i) such releases documents and reassignments certificates as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy or its counsel may reasonably request relating to the organization, existence and good standing of the duly authorized initial Loan Parties, the authorization of the Transactions and executed Primary Intercreditor Agreementany other legal matters relating to such Loan Parties, which Primary Intercreditor Agreement shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and shall be its counsel and as further described in full force the list of closing documents attached as Exhibit G and effect in accordance with its terms;(ii) to the extent requested by any of the Lenders, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (xe) the The Administrative Agent shall have received a copy certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the duly authorized Borrower, confirming compliance with the conditions set forth in paragraphs (a) and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement (b) of Section 4.02. (f) The Administrative Agent shall be in form and substance have received evidence reasonably satisfactory to it that all governmental and third party approvals necessary or, in the discretion of the Administrative Agent Agent, advisable in connection with the Transactions and shall be the continuing operations of the Borrower and its Subsidiaries have been obtained and are in full force and effect in accordance with its terms;effect. (ig) there The Administrative Agent shall exist no Default have received evidence satisfactory to it of the payment, prior to or Event simultaneously with the initial Loans hereunder, of Default all interest, fees and premiums, if any, on all loans and other extensions of credit outstanding under the Existing Credit Agreement (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified datethan contingent indemnity obligations);. (xiih) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the The Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed have received all fees and other amounts due and payable on or prior to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion thatincluding, after giving effect to the incurrence extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and Borrower hereunder. The Administrative Agent shall notify the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence Lenders of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there such notice shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement conclusive and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datebinding.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Parent, GMSC, Arlington, the Borrower, Administrative Agent (which may include facsimile transmission or an emailed pdf of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. The Administrative Agent shall also have received (A) from each party thereto a counterpart of a Fourth Amended and Restated Guarantee Agreement among the Administrative Agent and the Loan Parties (other than Foreign Borrowers and the Company) (as it may be restated, supplemented, amended or modified from time to time, the “Subsidiary Guarantee”) in a form satisfactory to the Administrative Agent, signed on behalf of each such party; (B) from each party thereto a counterpart of a Fourth Amended and Restated Subordination Agreement among the Loan Parties (other than any Foreign Borrower) and any of their respective Subsidiaries (including such Subsidiary that is a Foreign Borrower) that is party to any subordination agreement in connection with the Prudential Shelf Agreement and the Administrative Agent (as it may be restated, supplemented, amended or modified from time to time, the “Subordination Agreement”) in a form satisfactory to the Administrative Agent, signed on behalf of each such party; (C) from each party thereto a counterpart of a Fourth Amended and Restated Pledge and Security Agreement among Loan Parties and the Administrative Agent (as it may be restated, supplemented, amended or modified from time to time, the “Pledge Agreement”) in a form satisfactory to the Administrative Agent, signed on behalf of each such party; and (D) from each party thereto a counterpart of a Fourth Amended and Restated Guarantee Agreement between the Company and the Administrative Agent (as it may be restated, supplemented, amended or modified from time to time, the “Company Guarantee”; together with the Subsidiary Guarantee, the “Guarantee Agreement”). 57 (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Collateral Agent, and the Lenders constituting and dated the Restatement Effective Date) of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, substantially in the form of Exhibit B-1, (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, internal counsel for the Loan Parties, substantially in the form of Exhibit B-2, and (iii) Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to ▇▇▇▇▇▇▇ Canada substantially in the form of Exhibit B-3, covering such matters relating to the Loan Parties, this Agreement, the other Loan Documents or the Transactions as the Required Lenders shall reasonably request. (c) The Administrative Agent shall have signed heretofore received (i) a counterpart hereof (whether certification from the same Secretary or different counterparts) Assistant Secretary of the Company as to true and correct copies of the certificate of incorporation, including all amendments thereto, and by-laws of each Loan Party or other Subsidiary party to the Subordination Agreement that is a corporation, the certificate of limited partnership and the limited partnership agreement of each Loan Party or other Subsidiary Guarantors described party to the Subordination Agreement that is a limited partnership, and the certificate of formation and operating agreement of each Loan Party or other Subsidiary party to the Subordination Agreement that is a limited liability company; (ii) to the extent relevant in clause the applicable jurisdiction, a certificate as to the good standing of each Loan Party or other Subsidiary party to the Subordination Agreement as of a recent date, from the Secretary of State (xor similar official) of the definition thereof shall have signed an acknowledgment hereof state or other jurisdiction of its organization; (whether iii) a certificate of the same Secretary or different counterparts) Assistant Secretary of ▇▇▇▇▇▇▇ and shall have delivered the same each Guarantor and other Subsidiary party to the Administrative Agent Subordination Agreement, or of the managing general partner of each such Person that is a limited partnership or limited liability company, as the case may be, dated the Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of ▇▇▇▇▇▇▇ or such Guarantor or other Subsidiary (or, in the case of a Guarantor or other Subsidiary that is (x) a limited partnership, by the LendersBoard of Directors of its managing general partner or (y) a limited liability company, shall by its managing member), authorizing the execution, delivery and performance of the Loan Documents and (in the case of a Borrower) the borrowings hereunder, and that such resolutions have given not been modified, rescinded or amended and are in full force and effect as of the Restatement Effective Date, and (B) as to the Administrative Agent telephonic incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of ▇▇▇▇▇▇▇ or such Guarantor or other Subsidiary (confirmed in writingor the managing general partner of such Person which is a limited partnership or the managing member of such Person that is a limited liability company), written ; (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or facsimile notice (actually received) at such office that Assistant Secretary executing the same has been signed and mailed certificate pursuant to it; (ii) above; and (v) such other documents, such as solvency certificates and insurance certificates, as the Borrower shall have paid to Lenders or their counsel or counsel for the Administrative Agent and the Lenders Collateral Agent may reasonably request. (d) Each Lender requesting the same shall have received a duly executed Revolving Credit Note (or an amendment and restatement thereof) (each, a “Revolving Credit Note”, which term shall also include all costsamendments and replacements thereof or substitutions therefor), fees and expenses in the form of Exhibit 4.01-5 hereto. (including, without limitation, e) Concurrently with the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect consummation of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to hereby on the Restatement Effective Date;: (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (vi) the Administrative Agent shall have received a copy certificate of ▇▇▇▇▇▇▇ attaching and certifying as true and correct duly executed copies of (A) the Prudential Fourth Amended and Restated Note Purchase and Private Shelf Agreement dated as of even date herewith among Prudential, certain other purchasers of Prudential Notes and ▇▇▇▇▇▇▇ (the “Prudential Shelf Agreement”) in substantially the form of Exhibit D-1, (B) the Second Amended and Restated Parent Guarantee by the Company dated as even date herewith of the duly authorized and executed Other Credit AgreementPrudential Shelf Agreement (the “Prudential Company Guaranty”) in substantially the form of Exhibit D-2, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (aC) the Equity Investment shall have been received Second Amended and Restated Subsidiary Guarantee dated as of even date herewith by the Parent Company’s Subsidiaries of the Prudential Shelf Agreement (the “Prudential Subsidiary Guaranty”) in substantially the form of Exhibit D-3, (D) the Second Amended and Restated Pledge and Security Agreement dated as of even date herewith by the Company and certain of its Subsidiariesthe Loan Parties 58 securing the Prudential Shelf Agreement (the “Prudential Pledge and Security Agreement”) in substantially the form of Exhibit D-4, and (bE) the Equity Conversion shall have occurred Second Amended and Restated Subordination Agreement dated as of even date herewith in favor of Prudential by the Loan Parties and certain of their respective Subsidiaries (cthe “Prudential Subordination Agreement”) in substantially the Loans under this Agreement shall have been partially repaid in the amount form of $39,649,220 with the proceeds of the Equity Investment;Exhibit D-5; and (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ixii) the Administrative Agent shall have received from each party thereto a copy duly executed counterpart of a Third Amended and Restated Intercreditor Agreement among Prudential, the duly authorized Notes Collateral Agent, the Administrative Agent and executed Primary the Collateral Agent (the “Prudential Intercreditor Agreement, which Primary Intercreditor Agreement shall be ”) in a form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;Agent. (xf) After giving effect to the Transactions, on the Restatement Effective Date, the Loan Parties shall have no Indebtedness other than (i) Indebtedness under the Loan Documents and (ii) Indebtedness permitted under Section 6.04. (g) On the Restatement Effective Date, the Administrative Agent shall have received a copy certificate of the duly authorized and executed Secondary Intercreditor Agreementchief legal officer of the Company containing a description, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent in its reasonable discretion, of the capital structure of ownership and voting relationships among the Company, ▇▇▇▇▇▇▇, and each other Loan Party. (h) On the Restatement Effective Date, immediately prior to the effectiveness hereof, there shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (iias such terms are used in the Existing Credit Agreement) all representations and warranties contained herein or in any other under the Existing Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of lawAgreement, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, respective chief executive officers of the Company and each Lender in good faith of ▇▇▇▇▇▇▇ shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be have delivered to the Administrative Agent a solvency certificate from certificates to such effect. (i) All legal matters incident to this Agreement and the senior financial officer of the Parent, in the form of Exhibit J, which Borrowing hereunder shall be addressed reasonably satisfactory to the Administrative Agent, the Collateral Agent and each their respective counsel on the Restatement Effective Date. (j) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of ▇▇▇▇▇▇▇, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (k) The Lenders shall be satisfied that the consummation of the Lenders Transactions will not (i) violate any applicable law, statute, rule or regulation or (ii) conflict with, or result in a default or event of default under any material agreement of any Loan Party or Subsidiary thereof. (l) The Administrative Agent shall have received all fees and dated other amounts due and payable on or prior to the Restatement Effective Date, setting forth the conclusion thatincluding, after giving effect to the incurrence extent invoiced, reimbursement or payment of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not expenses required to be rendered insolvent reimbursed or paid by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Borrowers hereunder. The Administrative Agent shall have received copies notify the Borrowers and the Lenders of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing and such notice shall have occurred since February 28be conclusive and binding. Notwithstanding the foregoing, 2012 the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known waived pursuant to the Administrative Agent Section 9.02) at or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to 3:00 p.m., New York City time, on April 27, 2016 (and, in the commencement of the Chapter 11 Proceedingsevent such conditions are not so satisfied or waived, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefromRevolving Credit Commitments shall terminate at such time); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date.

Restatement Effective Date. This Notwithstanding the execution and delivery of this Agreement shall become effective on the date (hereof, this Agreement shall not become effective, the “Restatement Effective Date”) on which Existing Credit Agreement shall not be superseded as provided in Section 1.06, no commitment to make Credit Extensions shall arise and no Lender shall be required to make the initial Credit Extension hereunder each of the following conditions shall have has been satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received from (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed each party hereto either (A) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsB) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) each initial Subsidiary Guarantor either (A) a counterpart of the Lenders, shall have given Subsidiary Guaranty signed on behalf of such Subsidiary Guarantor or (B) written evidence satisfactory to the Administrative Agent telephonic (confirmed in writing), written which may include telecopy or facsimile notice (actually receivedelectronic transmission of a signed signature page of the Subsidiary Guaranty) at that such office that Subsidiary Guarantor has signed a counterpart of the same has been signed and mailed to it;Subsidiary Guaranty. (iib) the Borrower The Administrative Agent shall have paid received a written opinion (addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; (iii) of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit AgreementLoan Parties, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall be in full force and effect in accordance with its terms;reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement The Lenders shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of received satisfactory financial statement projections through and including the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment’s 2019 fiscal year, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections). (d) The Administrative Agent shall have received all (i) such releases documents and reassignments certificates as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy or its counsel may reasonably request relating to the organization, existence and good standing of the duly authorized initial Loan Parties, the authorization of the Transactions and executed Primary Intercreditor Agreementany other legal matters relating to such Loan Parties, which Primary Intercreditor Agreement shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and shall be its counsel and as further described in full force the list of closing documents attached as Exhibit G and effect in accordance with its terms;(ii) to the extent requested by any of the Lenders, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (xe) the The Administrative Agent shall have received a copy certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the duly authorized and executed Secondary Intercreditor AgreementBorrower, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing confirming compliance with the Margin Regulations;conditions set forth in paragraphs (a) and (b) of Section 4.02. (xiiif) after giving effect The Administrative Agent shall have received evidence satisfactory to it of the Transactionpayment, there shall be no conflict withprior to or simultaneously with the initial Loans hereunder, or default underof all interest, any material agreement or contractual or fees and premiums, if any, on all loans and other restrictions which is binding for extensions of credit outstanding under the Borrower or any of its Subsidiaries;Existing Credit Agreement (other than contingent indemnity obligations). (xivg) the Borrower shall cause to be delivered to the The Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed have received all fees and other amounts due and payable on or prior to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion thatincluding, after giving effect to the incurrence extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and Borrower hereunder. The Administrative Agent shall notify the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence Lenders of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there such notice shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement conclusive and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datebinding.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by the Borrower in the case favor of each Lender requesting a Note in advance of the Lenders, Restatement Effective Date. (c) The Administrative Agent shall have given to the Administrative Agent telephonic received a favorable written opinion (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its SubsidiariesP.C., (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of counsel for the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent;. The Borrower hereby requests such counsel to deliver such opinion. (viiid) The Administrative Agent shall have received (i) certified copies of the Collateral resolutions of the board of directors of the Borrower and Guaranty Requirements the Guarantors approving the transactions contemplated by the Loan Documents to which each such Loan Party is a party and the execution and delivery of such Loan Documents to be delivered by such Loan Party on the Restatement Effective Date, and all documents evidencing other necessary organizational action and governmental approvals, if any, with respect to each Collateral Vessel shall have been satisfied the Loan Documents and (including any amendments ii) all other documents reasonably requested by the Administrative Agent relating to the Security Documents set forth in the definition of Collateral organization, existence and Guaranty Requirements as are necessary or desirable in the sole discretion good standing of the Administrative Agent);Guarantors and the Borrower and authorization of the transactions contemplated hereby. (ixe) the The Administrative Agent shall have received a copy certificate of the duly Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying the names and true signatures of the officers of such entity authorized to sign the Loan Documents to which it is a party, to be delivered by such entity on the Restatement Effective Date and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall the other documents to be in form and substance reasonably satisfactory to delivered hereunder on the Administrative Agent and shall be in full force and effect in accordance with its terms;Restatement Effective Date. (xf) the The Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default a certificate, dated the Restatement Effective Date and signed on behalf of the Borrower by the President, a Vice President or Event a Financial Officer of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of lawBorrower, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing confirming compliance with the Margin Regulations; conditions set forth in paragraphs (xiiia) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any and (b) of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer Section 4.02 as of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth and (ii) a certificate, dated the conclusion Restatement Effective Date and signed on behalf of the Borrower by the chief financial officer of the Borrower, certifying that, as of the Restatement Effective Date, the Borrower is, individually and together with its Restricted Subsidiaries, and after giving effect to the incurrence of all the financings contemplated herebyany Indebtedness and obligations being incurred in connection herewith will be, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature;Solvent. (xvg) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a)The Lenders, which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for each Arranger shall have received all fees required to be paid by the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) Borrower on the Restatement Effective Date, nothing shall and all expenses required to be reimbursed by the Borrower for which invoices have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed been presented at least three business days prior to the commencement of Restatement Effective Date, on or before the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom);Restatement Effective Date. (xviih) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the The Administrative Agent shall determine has hadhave received, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as extent reasonably requested by any Lender or of the Administrative Agent Lenders at least three five Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or Date, all documentation and other information reasonably requested required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Lender USA Patriot Act. (i) The Administrative Agent shall have received (i) audited consolidated financial statements of the Borrower for the three most recent fiscal years ended at least 90 days prior to the Restatement Effective Date as to which such financial statements are available and (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph and at least 45 days prior to the Restatement Effective Date as to which such financial statements are available. (j) The Administrative Agent shall have received the results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens that are not prohibited by Section 6.02 or discharged on or prior to the Restatement Effective Date pursuant to documentation satisfactory to the Administrative Agent. (k) The Administrative Agent (or its counsel) shall have received from each Guarantor and the Administrative Agent, (i) a counterpart of the A&R Guaranty signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to (which may include telecopy or electronic transmission of a signed signature page of the transactions contemplated hereby; (xixA&R Guaranty) all necessary governmental (domestic and foreign) and third that such party approvals and/or consents in connection with has signed a counterpart of the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinA&R Guaranty. The Administrative Agent will give shall notify the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of Article 8, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto.

Restatement Effective Date. This Agreement shall become effective on as an amendment and restatement of the date (Original Credit Agreement upon the “Restatement Effective Date”) on which satisfaction of the following conditions shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization):conditions: (ia) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received from each party to this Agreement (i) a copy counterpart of the duly authorized and executed Other Credit Agreement, which Other Credit this Agreement shall be in form and substance reasonably signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;(which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the The Administrative Agent shall have received all such releases customary documents and reassignments certificates as may have been requested by the Administrative AgentAgent may reasonably request relating to the organization, which releases existence and reassignments shall be good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, in form and substance each case reasonably satisfactory to the Administrative Agent;. (viiic) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory customary written opinions (addressed to the Administrative Agent Agent, the Lenders and shall be in full force the Issuing Banks and effect in accordance with its terms; (xdated the Restatement Effective Date) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; each of (i) there shall exist no Default or Event of Default Sidley Austin LLP, counsel for the Company, and (ii) all local counsel for the Luxembourg Borrower, in each case as shall be reasonably requested by the Administrative Agent. (d) The representations and warranties contained herein or of each Loan Party set forth in any other Credit Document the Loan Documents shall be true and correct in all material respects both before respects, in each case on and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth except in the conclusion thatcase of any such representation and warranty that expressly relates to a prior date, after giving effect to the incurrence of all the financings contemplated hereby, the Parent in which case such representation and its Subsidiaries, taken warranty shall be so true and correct on and as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature;prior date. (xve) the No Default shall have occurred and be continuing. (f) The Administrative Agent shall have received copies a certificate, dated the Restatement Effective Date and signed by the chief executive officer or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (id) the financial statements referred to in Sections 7.05(a), which financial statements and (e) of this Section. (g) The Administrative Agent shall be have received a reaffirmation agreement satisfactory in form and substance reasonably satisfactory to it, executed by each Subsidiary Loan Party, acknowledging that the Administrative Agent Guarantees and (ii) Cash Flow Projections for Liens created by the 13-week period beginning on Collateral Agreement will continue to guarantee and secure the Restatement Effective Date in form and substance reasonably satisfactory to obligations of the Lenders;Borrowers under this Agreement. (xvih) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the The Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect have received all fees and accrued and unpaid expenses (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Actextent, in each the case as reasonably requested by any Lender or the Administrative Agent of expenses, invoiced at least three Business Days business days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or such shorter period as may be reasonably agreed by the Company) due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Commitment Letter or the Fee Letter. (i) The Lenders shall have received all documentation and other information reasonably requested required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant USA PATRIOT Act, to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents extent requested in connection with writing no fewer than one day prior to the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinRestatement Effective Date. The Administrative Agent will give shall notify the Borrower Company and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Agreement shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived in accordance with Section 9.02) at or prior to 5:00 p.m., New York City time, on January 15, 2015.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed from each party hereto either (A) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsB) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the LendersLoan Documents and such other legal opinions, shall have given to certificates, documents, instruments and agreements as the Administrative Agent telephonic (confirmed shall reasonably request in writing)connection with the Transactions, written or facsimile notice (actually received) at such office that the same has been signed all in form and mailed to it; (ii) the Borrower shall have paid substance satisfactory to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime its counsel and other counsel to as further described in the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect list of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date;closing documents attached as Exhibit D. (iiib) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of Stoel Rives LLP, setting forth counsel for the conclusion thatBorrower, after giving effect covering such matters relating to the incurrence of all the financings contemplated herebyBorrower, the Parent and its Subsidiaries, taken Loan Documents or the Transactions as a whole, and the Administrative Agent shall reasonably request. The Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of hereby requests such indebtedness, and will not be left with unreasonably small capital with which counsel to engage in their respective businesses and will not have incurred debts beyond their ability to pay deliver such debts as they mature;opinion. (xvc) the The Administrative Agent shall have received copies such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and valid existence of (i) the financial statements referred Borrower, the authorization of the Transactions and any other legal matters relating to in Sections 7.05(a)the Borrower, which financial statements shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit D. (iid) Cash Flow Projections for the 13-week period beginning on The Administrative Agent shall have received a certificate, dated the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have signed by a Material Adverse Effect (other than events publicly disclosed prior to the commencement Responsible Officer of the Chapter 11 ProceedingsBorrower, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened certifying (i) against that the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or representations and warranties contained in Article III are true and correct as of such date and (ii) which the that no Default or Event of Default has occurred and is continuing as of such date. (e) The Administrative Agent shall determine has hadhave received, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to for the commencement account of the Chapter 11 Proceedingsapplicable Persons, payment of (x) all accrued and unpaid interest and fees owing under the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Existing Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days Agreement immediately prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xixy) all necessary governmental (domestic principal of any “Swingline Loans” outstanding under and foreign) and third party approvals and/or consents as defined in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Existing Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred immediately prior to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans hereunder on the Restatement Effective Date shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been be satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received from each other party thereto either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have Restatement Agreement signed an acknowledgment hereof on behalf of such party or (whether the same or different counterpartsii) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of the Lenders, Restatement Agreement. (b) The Administrative Agent shall have given to the Administrative Agent telephonic received written opinions (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; (iii) of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel for the Borrower shall have paid Loan Parties, and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Loan Parties, as to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) such matters as the Administrative Agent shall have received a copy of the duly authorized may reasonably request and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force the Lead Arranger. Each of Holdings and effect in accordance with its terms;the Borrower hereby requests such counsels to deliver such opinions. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the The Administrative Agent shall have received all a certificate of each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit G with appropriate insertions, executed by any Responsible Officer of such releases Loan Party, and reassignments as may have been requested by including or attaching the Administrative Agent, which releases and reassignments shall be documents referred to in form and substance reasonably satisfactory to the Administrative Agent;paragraph (d) of this Section. (viiid) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the duly authorized extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and executed Primary Intercreditor Agreementincumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Loan Documents to which Primary Intercreditor it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Administrative Agent shall have received upfront fees from the Borrower for the account of the Lenders providing Initial Term Loans in the amounts previously agreed between the Borrower and the Administrative Agent. (f) The Administrative Agent (or its counsel) shall have received from each Loan Party either (i) a counterpart of a Reaffirmation Agreement shall be in form and substance reasonably signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;(which may include facsimile or other electronic transmission of a signed counterpart of a 114 Reaffirmation Agreement) that such party has signed a counterpart of a Reaffirmation Agreement. (xg) the The Administrative Agent shall have received a copy certificate from the chief financial officer or chief operating officer of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be Borrower (x) in the form and substance reasonably satisfactory of Exhibit Q certifying as to the Administrative Agent solvency of the Borrower and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and Subsidiaries on a consolidated basis after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required Transactions to be true consummated on or prior to the Restatement Effective Date and correct (y) as to the satisfaction of the conditions set forth in all material respects only as of such specified date);Section 4.02. (xiih) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the The Administrative Agent and each of the Lenders and dated Lead Arranger shall have received, at least five Business Days prior to the Restatement Effective Date, setting forth all documentation and other information about the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken Loan Parties as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as been reasonably requested by any Lender or the Administrative Agent in writing at least three 10 Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under all applicable laws “know your customer” and regulations pursuant to anti-money laundering rules and regulations, including without limitation the transactions contemplated hereby;USA Patriot Act. (xixi) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents The Administrative Agent shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon received a Borrowing Request requesting the consummation borrowing of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinInitial Term Loans. The Administrative Agent will give shall notify Holdings, the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

Restatement Effective Date. This The amendment and restatement of the Original Agreement in the form hereof, and the obligations of the Lenders to make Loans and acquire participations in Swingline Loans pursuant hereto, shall become effective on the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (ia) the Parent, GMSC, Arlington, The Administrative Agent (or its counsel) shall have received from the Borrower, each Lender and the Administrative Agent and the Lenders constituting the Required Lenders shall have signed either (i) a counterpart hereof of this Agreement (whether the same which may include telecopy or different counterpartselectronic transmission of a signed signature page of this Agreement) and the Subsidiary Guarantors described in clause signed on behalf of such party or (xii) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, that such party has signed a counterpart of this Agreement. (b) The Separation Transactions shall have been consummated in accordance with and as described in the case of Information Statement, without any changes or deviations therefrom that could reasonably be expected to be materially adverse to the Lenders, except for any such changes or deviations that have been approved by the Required Lenders. (c) The Administrative Agent shall have given to the Administrative Agent telephonic received a favorable written opinion (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date;) of ▇▇▇▇▇▇▇▇ ▇▇▇▇, Vice President, Deputy General Counsel and Assistant Secretary of the Borrower (or any internal or outside counsel designated by the Borrower), substantially in the form of Exhibit B-1, and covering such matters relating to the Borrower, this Agreement or the Transactions as the Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (iiid) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy of the duly authorized such documents and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to certificates as the Administrative Agent may reasonably request relating to the organization, existence and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds good standing of the Equity Investment; (vii) all Indebtedness Borrower in its jurisdiction of organization, the authorization of the Transactions and any other legal matters relating to the Borrower, GMSCthe Subsidiaries, this Agreement or the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereonTransactions, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent;. (viiie) The Borrower shall have provided the Collateral Administrative Agent and Guaranty Requirements the Lenders with certain pro forma financial information reasonably requested by the Administrative Agent (it being agreed that this condition was satisfied on September 14, 2015). (f) The Administrative Agent shall have received certificates dated the Restatement Effective Date (i) signed by a Vice President or a Financial Officer of the Borrower confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 as of such date (but without excluding the representation and warranty set forth in Section 3.04(b) or Section 3.05) and (ii) signed by a Financial Officer of the Borrower, substantially in the form of Exhibit B-2, with respect to each Collateral Vessel the solvency on such date of the Borrower and the Subsidiaries, on a consolidated basis, after giving effect to the Separation Transactions and the other transactions to be consummated on the Restatement Effective Date. (g) There shall not have occurred or come to the attention of the Lenders any event or circumstance (for the avoidance of doubt, other than consummation of the Separation Transactions) that has resulted or could reasonably be expected to result in a material adverse change in the actual business, assets, operations or financial condition of the HPI Businesses since October 31, 2014. (h) The Borrower shall have permanently reduced the Revolving Commitments under the Original Credit Agreement to an aggregate amount not in excess of $4,000,000,000 (and the Lenders party hereto hereby waive any prior notice requirement under the Original Credit Agreement with respect to delivery of any notice of such reduction to become effective on the Restatement Effective Date). (i) The principal of and accrued interest on all loans outstanding, and all fees and other amounts accrued or owing, under the Existing Credit Agreements (other than in respect of contingent obligations with respect to which no claims have been made) shall have been satisfied (including any amendments to paid in full, the Security Documents set forth in the definition of Collateral lending commitments thereunder shall have been terminated, and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy reasonably satisfactory evidence of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;foregoing. (xj) the Administrative Agent shall have received a copy of the duly authorized All fees, cost reimbursements and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be out-of-pocket expenses required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted paid or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, reimbursed on or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder pursuant hereto (including under the Original Credit Agreement) or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; Commitment Letter, to the extent invoiced prior to (xixor, in the case of cost reimbursement and out-of-pocket expenses, not fewer than two Business Days prior to) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the LoansRestatement Effective Date, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods paid or will be paid on the Restatement Effective Date substantially concurrently with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation effectiveness of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinAgreement. The Administrative Agent will give shall notify the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment and restatement of the Original Agreement in the form hereof and obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on November 30, 2015 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Restatement Effective Date. This The effectiveness of this Agreement shall become effective on is subject to the date (the “Restatement Effective Date”) on which satisfaction of the following conditions conditions: (a) The Administrative Agent (or its counsel) shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the received from Lenders constituting the Required Lenders shall have signed (under and as defined in the Original Credit Agreement), the Administrative Agent, the Borrowers, each Term A Lender, each Revolving Facility Lender and each Issuing Bank either (i) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include by electronic means transmission of the Lenders, a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have given received such copies of amendments to the Loan Documents as may be requested by the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by the Restatement to ensure the continued validity, enforceability and priority of the Loan Documents after giving effect to the Restatement as may have been reasonably requested by the Administrative Agent together with such opinions of counsel, certificates, and other documents as the Administrative Agent may have reasonably requested in connection therewith. (c) All accrued interest and fees payable hereunder through the Restatement Effective Date shall have been paid. (d) The Administrative Agent shall have received from the Company an upfront fee payable for the account of each Lender party to this Agreement on the Restatement Effective Date equal to (i) 0.125% of the aggregate principal amount of such Lender’s Term A Loan Commitment and Revolving Facility Commitment on the Restatement Effective Date up to the extent then due aggregate principal amount of “Term A Loans” and invoiced at least two Business Days “Revolving Facility Commitments” if any, held by such Lender immediately prior to the Restatement Effective Date;Date and (ii) 0.25% of the aggregate principal amount of such Lender’s Term A Loan Commitment and Revolving Facility Commitment on the Restatement Effective Date in excess of the amount described in subclause (i) above. (iiie) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received (or be reasonably satisfied that it will receive promptly after the funding of Loans on the Restatement Effective Date), on behalf of itself, the Lenders and each Issuing Bank, a copy favorable written opinion of (i) P▇▇▇, Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, special counsel for the duly authorized Loan Parties, (ii) Taylors in association with Walkers, Bermuda counsel for the Loan Parties, (iii) M▇▇▇▇ ▇▇▇▇▇ JSM, M▇▇▇▇▇▇▇ Islands counsel for the Loan Parties, (iv) G▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Bahamas counsel for the Loan Parties, and executed Other Credit Agreement(v) C▇▇▇▇ & Co, which Other Credit Agreement shall be maritime counsel for the Loan Parties, in each case (A) dated the Restatement Effective Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) covering such other matters relating to the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and Loan Documents as the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent;request. (viiif) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Restatement Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory by the constituent documents of such Loan Party, (ii) a certificate as to the Administrative Agent good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and shall be complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Restatement Effective Date to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in accordance with its termsconnection herewith on behalf of such Loan Party, and (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (xg) the Administrative Agent The Lenders shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, substantially in the form of Exhibit J, which shall be addressed to the Administrative Agent C and each signed by a Financial Officer of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature;Company. (xvh) the Administrative Agent JPMorgan Chase Bank, N.A. shall have received copies of (i) the financial statements referred all fees payable thereto or to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory any Lender on or prior to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory and, to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent extent invoiced at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Restatement Effective Date, including, to the extent invoiced at least three Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, A▇▇▇▇▇▇ (Bermuda) Limited, H▇▇▇▇ & J▇▇▇▇▇▇ and W▇▇▇▇▇, ▇▇▇▇▇▇ & W▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (i) The Lenders shall have received, at least three Business Days prior to the Restatement Effective Date, all documentation and other information reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least ten Business Days prior to the Restatement Effective Date and (ii) to the extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Company at least 10 Business Days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to responsible for the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Loan Documents or otherwise referred shall have received notice from such Lender prior to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective DateDate specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent from each party hereto and the Lenders constituting the Required Lenders shall have signed Departing Lender either (A) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsB) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the LendersLoan Documents and such other legal opinions, shall have given to certificates and organizational documents as the Administrative Agent telephonic (confirmed shall reasonably request in writing)connection with the Transactions, written or facsimile notice (actually received) at such office that the same has been signed all in form and mailed to it; (ii) the Borrower shall have paid substance satisfactory to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime its counsel and other counsel to as further described in the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect list of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date;closing documents attached as Exhibit D. (iiib) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of Stoel Rives LLP, setting forth counsel for the conclusion thatBorrower, after giving effect covering such matters relating to the incurrence of all the financings contemplated herebyBorrower, the Parent and its Subsidiaries, taken Loan Documents or the Transactions as a whole, and the Administrative Agent shall reasonably request. The Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of hereby requests such indebtedness, and will not be left with unreasonably small capital with which counsel to engage in their respective businesses and will not have incurred debts beyond their ability to pay deliver such debts as they mature;opinion. (xvc) the The Administrative Agent shall have received copies such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and valid existence of (i) the financial statements referred Borrower, the authorization of the Transactions and any other legal matters relating to in Sections 7.05(a)the Borrower, which financial statements shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit D. (iid) Cash Flow Projections for the 13-week period beginning on The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, certifying (i) that the representations and warranties contained in form Article III are true and substance reasonably satisfactory correct as of such date and (ii) that no Default has occurred and is continuing as of such date. (e) The Administrative Agent shall have received, for the account of the applicable Persons, payment of (x) all accrued and unpaid interest and fees owing under the Existing Credit Agreement immediately prior to the Lenders;Restatement Effective Date and (y) all principal of any “Swingline Loans” outstanding under and as defined in the Existing Credit Agreement immediately prior to the Restatement Effective Date. (xvif) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, nothing including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) The Administrative Agent shall have occurred since February 28received (i) satisfactory audited consolidated financial statements of the Borrower and its Subsidiaries on a consolidated basis for the two most recent fiscal years ended prior to the Restatement Effective Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of the Borrower and its Subsidiaries on a consolidated basis for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) as to which such financial statements are available. (i) The Administrative Agent shall have received, 2012 at least five days prior to the Restatement Effective Date (and neither or such shorter period agreed to by the Administrative Agent nor in its sole discretion), all documentation and other information regarding the Required Lenders Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Restatement Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have become aware received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of any facts or conditions not previously known its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (i) The Administrative Agent or the Required Lenders) which shall have received such other documents as the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which through the Administrative Agent shall determine has had, or could Agent) may reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinrequest. The Administrative Agent will give shall notify the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on November 3, 2025 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have been satisfied on or prior to such date received (which date shall be substantially concurrent with i) from the “Effective Date,” Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Plan of Reorganization): (iExisting Credit Agreement) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed identified on Schedule 2.01 either (A) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsB) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or(which may include the sending, in the case by Electronic Communication, of the Lendersa signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall be deemed to be repaid and such portion thereof that were ABR Loans shall be reborrowed as ABR Loans by the applicable Revolving Borrower and such portion thereof that were Eurocurrency Loans shall be reborrowed as Eurocurrency Loans by the applicable Revolving Borrower (and all accrued interest and fees in respect thereof shall have paid been paid) (it being understood that execution of a Borrowing Notice in respect of the borrowing of such Revolving Loans and a funds flow memorandum indicating repayment of the Existing Revolving Loans of any Existing Revolving Lenders that are not Lenders shall be reasonably satisfactory evidence) and (iii) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. (b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of (i) Weil, Gotshal & M▇▇▇▇▇ LLP, (ii) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, counsel for the Parent, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ as to matters of English law, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions. (c) The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of (x) Parent and its Subsidiaries for the three most recently completed fiscal years ended at least 90 days before the Restatement Effective Date and (y) the Target Entity and its subsidiaries for the most recently completed fiscal year ended at least 90 days before the Restatement Effective Date and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of (x) Parent and its Subsidiaries and (y) the Target Entity and its subsidiaries, in each case for each subsequent fiscal quarter ended at least 45 days before the Restatement Effective Date; provided that filing of the required financial statements with the Securities and Exchange Commission will satisfy this clause (c); provided further that the foregoing financial statements of the Target Entity and its subsidiaries shall only be provided to the extent required by Rule 3-05 of Regulation S-X. (d) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Parent and its Subsidiaries for the most recently completed fiscal year and as of and for each subsequent interim period ended on the last day of the most recently completed fiscal quarter ended at least 45 days prior to the Restatement Effective Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income); provided that filing of such pro forma financial statements with the Securities and Exchange Commission will satisfy this clause (d); provided further that the foregoing pro forma financial statements shall only be provided to the extent required by Article 11 of Regulation S-X. (e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2019 fiscal year. (f) The Administrative Agent shall have received, at least 3 Business Days prior to the Restatement Effective Date, all costsdocumentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date. (g) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement. (h) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses (including, without limitation, due and payable on or prior to the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel Restatement Effective Date to the Administrative Agent reasonably acceptable Agent, Lead Arrangers or Lenders, in each case, pursuant to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement Loan Documents, to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;. (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document The Specified Representations shall be true and correct in all material respects both before (and after giving effect to the Transaction (it being understood in all respects if qualified by materiality) on and agreed that any representation or warranty which by its terms is made as of a specified date the Restatement Effective Date. The Administrative Agent shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation notify the collateral valuation requirements) of law, including, without limitation, the Margin Regulations Company and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any Lenders of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements notice shall be in form conclusive and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datebinding.

Restatement Effective Date. This The amendment and restatement of the Existing Credit Agreement in the form of this Agreement shall become effective on on, and shall not become effective until, the date (the “Restatement Effective Date”) on which each of the following conditions shall have been be satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof;Section 9.02): (va) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory favorable written opinion (addressed to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases the Lenders and reassignments shall be the Issuing Bank and dated the Restatement Effective Date) of Fenwick & West LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent;. (viiic) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a copy such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the duly authorized Transactions and executed Primary Intercreditor Agreementany other legal matters relating to the Loan Parties, which Primary Intercreditor Agreement shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;Agent. (xd) the The Administrative Agent shall have received a copy certificate, dated the Restatement Effective Date and signed by the chief executive officer or the chief financial officer of the duly authorized Borrower, confirming compliance with the conditions set forth in the first sentence of paragraph (f) of this Section, in paragraph (i) of this Section and executed Secondary Intercreditor Agreementin paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, which Secondary Intercreditor Agreement including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Commitment Letter, the Fee Letter or any Loan Document. (f) The Collateral and Guarantee Requirement shall be have been satisfied (subject to the penultimate sentence of this Section). The Administrative Agent shall have received a completed Perfection Certificate, dated the Restatement Effective Date and signed by an executive officer or a Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 or have been, or substantially contemporaneously with the initial funding of Loans on the Restatement Effective Date will be, released. (g) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08. (h) The Lenders shall have received the financial statements, opinions and certificates referred to in Section 3.04. (i) Immediately after giving effect to the Transactions, none of the Borrower or any Subsidiary shall have outstanding any Indebtedness or Disqualified Equity Interests or, in the case of any Subsidiary, any other shares of preferred stock or other preferred Equity Interests, other than (i) Indebtedness incurred under the Loan Documents, (ii) the Convertible Notes and (iii) other Indebtedness set forth on Schedule 6.01. (j) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the chief financial officer of the Borrower, as to the solvency of the Loan Parties on a consolidated basis after giving effect to the Transactions occurring on or prior to the Restatement Effective Date, in form and substance reasonably satisfactory to the Administrative Agent Agent. (k) The principal of all loans, and all interest, fees and other amounts accrued or otherwise owing, under the Existing Credit Agreement shall have been or shall be paid in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation Existing Letters of Credit may remain outstanding). (l) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Notwithstanding the foregoing, if the Borrower shall have used commercially reasonable efforts to procure and deliver, but shall nevertheless be unable to deliver, any Mortgage, Foreign Pledge Agreement or warranty which by its terms Control Agreement, or any landlord, warehouseman, agent, bailee or processor acknowledgment or waiver, that is made as of a specified date shall be required to be true delivered in order to satisfy the requirements of the Collateral and correct in all material respects only as Guarantee Requirement, such delivery shall not be a condition precedent to the effectiveness of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there but shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably required to be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, accomplished as provided in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinSection 5.13. The Administrative Agent will give shall notify the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Agreement shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived in accordance with Section 9.02) at or prior to 5:00 p.m., New York City time, on June 30, 2016.

Restatement Effective Date. This The effectiveness of this Agreement shall become effective and the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit requested to be made by it on the date (the “Restatement Effective Date”Date is subject to the satisfaction (or waiver in accordance with Section 10.02) on which of the following conditions conditions: (a) The Administrative Agent (or its counsel) shall have been satisfied on or prior to such date received (which date shall be substantially concurrent with i) this Agreement, executed and delivered by the “Effective Date,” Administrative Agent, Holdings and the Parent Borrower, Required Lenders (as defined in the Plan Existing Credit Agreement), each Revolving Lender set forth on Schedule 2.01 and each Tranche A Term Lender set forth on Schedule 2.01, (ii) Addenda to this Agreement, executed and delivered by Persons with Tranche B Term Commitments and (ii) a Reaffirmation substantially in the form of Reorganization):Exhibit L hereto, executed and delivered by Holdings, the Parent Borrower and each Subsidiary Loan Party. (ib) All Loans (as defined in the Parent, GMSC, Arlington, Existing Credit Agreement) outstanding under the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders Existing Credit Agreement shall have signed a counterpart hereof been replaced with Loans hereunder (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (xall accrued interest thereon, and all amounts due pursuant to Section 2.11(a) of the definition thereof Existing Credit Agreement, as of the Restatement Effective Date shall have signed an acknowledgment hereof been paid). (whether the same or different counterpartsc) and The Senior Secured Notes Repayment shall have delivered occurred (or shall occur substantially simultaneously with the same to occurrence of the Restatement Effective Date). (d) The Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic received a favorable written opinion (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; ) of each of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; ▇▇▇▇▇ Day and (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be each case in form and substance reasonably satisfactory to the Administrative Agent;. Each of Holdings and the Parent Borrower hereby requests such counsel to deliver such opinions. 509265-1724-13879091 (viiie) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (f) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of Holdings and the Parent Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any Loan Document. (h) The Collateral and Guaranty Requirements with respect to each Collateral Vessel Guarantee Requirement shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy completed Perfection Certificate dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the duly authorized Parent Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and executed Primary Intercreditor Agreementcopies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or will be released pursuant to UCC-3 financing statements or other release documentation delivered to the Collateral Agent. (i) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 and the Security Documents is in effect, which Primary Intercreditor Agreement together with endorsements naming the Collateral Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder, to the extent required by Section 5.07. (j) The Transactions shall have been consummated or shall be consummated substantially simultaneously with the initial funding of the Loans on the Restatement Effective Date in accordance with applicable law and all other related documentation in all material respects (without giving effect to any amendments not approved by the Administrative Agent), and after giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, the Parent Borrower or any of the Subsidiaries shall have outstanding any shares of preferred stock or any Indebtedness to a Person other than the Parent Borrower or any Subsidiary, other than (i) Indebtedness incurred under the Loan Documents and (ii) Indebtedness incurred and outstanding as of the date hereof in compliance with Section 6.01 of this Agreement. (k) The Lenders shall have received the financial statements referred to in Section 3.04(a). (l) The Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent Agent, dated the Restatement Effective Date and shall be in full force signed by the chief financial officer of each of Holdings and effect in accordance with the Parent Borrower, certifying that 509265-1724-13879091 Holdings and its terms; (x) the Administrative Agent shall have received Subsidiaries, on a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and consolidated basis after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date);Transactions, are solvent. (xiim) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the The Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form all documentation and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the information required by bank regulatory authorities under applicable “know your customer” information required pursuant to and anti money laundering rules and regulations, including the USA PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date.

Restatement Effective Date. This Agreement shall become effective on the first date (the “Restatement Effective Date”) on which each of the following conditions shall have been be satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with Section 10.02 of the “Effective Date,” as defined in the Plan of ReorganizationExisting Credit Agreement): (ia) the Parent, GMSC, Arlington, the Borrower, the The Administrative Agent shall have received from each party hereto (and the Lenders constituting such Persons shall, collectively, constitute the Required Lenders shall have signed under the Existing Credit Agreement) either (i) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same evidence satisfactory to the Administrative Agent or(which, in the case subject to Section 10.06 of the LendersRestated Credit Agreement, may include Electronic Signatures transmitted by emailed .pdf or other any other electronic means that reproduces an image of an actual executed signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have given received a favorable written opinion (addressed to the Administrative Agent telephonic Agent, the Lenders and the Issuing Banks and dated the Restatement Effective Date) of ▇▇▇▇▇ Day, and, to the extent not covered by the foregoing, counsel reasonably acceptable to the Arrangers in each other jurisdiction where any Loan Party (confirmed including the New Dutch Borrower) is organized, in writing), written or facsimile notice (actually received) at such office that the same has been signed each case in form and mailed to it; (ii) the Borrower shall have paid substance reasonably satisfactory to the Administrative Agent and the Arrangers. (c) The Administrative Agent shall have received such customary documents and certificates as the Administrative Agent and the Arrangers may reasonably request relating to the organization, existence and, if applicable, good standing of the Loan Parties (including the New Dutch Borrower), the authorization of the Loan Documents, the incumbency of the Persons executing any Loan Document on behalf of any such Loan Party and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers. (d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the chief executive officer or the chief financial officer of the Company, certifying that, as of the Restatement Effective Date and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of each Loan Party (including the New Dutch Borrower) set forth in the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects and (ii) no Default has occurred and is continuing. (f) The Administrative Agent and the Lenders shall have received, at least two Business Days prior to the Restatement Effective Date, (i) all documentation and other information regarding each Loan Party (including the New Dutch Borrower) required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent reasonably requested at least 10 Business Days prior to the Restatement Effective Date, and (ii) to the extent any Borrower (including the New Dutch Borrower) qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower, to the extent such Beneficial Ownership Certification is requested (and the applicable form(s) have been provided to each Borrower for completion) at least 10 Business Days prior to the Restatement Effective Date. (g) All costs, fees and expenses (including, without limitation, the including reasonable and documented legal fees and expenses expenses) and fees contemplated by the Loan Documents (or separately agreed in writing by the Company with any of White & Case LLP and maritime counsel and other counsel the Arrangers or the Administrative Agent) to be reimbursable or payable to the Arrangers (or Affiliates thereof), the Administrative Agent reasonably acceptable or the Lenders shall have been paid on or prior to the Borrower) and other compensation contemplated Restatement Effective Date, in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement each case, to the extent then due required to be paid on or prior to the Restatement Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Restatement Effective Date;. (h) (iiii) the Borrower The Company shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived given, in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Existing Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; a notice of prepayment of all Loans (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid as defined in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Existing Credit Agreement, shall have been repaid in full with proceeds ) outstanding thereunder and a notice of the Equity Investment, together with termination of all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments Commitments (as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth defined in the definition of Collateral and Guaranty Requirements as are necessary or desirable Existing Credit Agreement) in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreementeffect thereunder, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as each such notice may be conditioned on the substantially concurrent occurrence of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for substantially concurrently with the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on occurrence of the Restatement Effective Date, nothing shall have occurred since February 28all principal, 2012 (interest and neither fees outstanding or accrued under the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there Existing Credit Agreement shall be no actionspaid or repaid, suits or proceedings pending or threatened and all Commitments under the Existing Credit Agreement shall terminate, and (iiii) against substantially concurrently with the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement occurrence of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the LoansDate, the other transactions contemplated hereby and the granting of Liens under the Credit Documents Existing Dutch Borrower Termination Requirements shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinconsummated. The Administrative Agent will give shall notify the Borrower Company, the Lenders and each Lender prompt written notice the Issuing Banks of the occurrence of the Restatement Effective Date, and such notice shall be conclusive and binding absent manifest error. SECTION 5.

Restatement Effective Date. This The effectiveness of this Agreement shall become effective on is subject to the date (the “Restatement Effective Date”) on which satisfaction of the following conditions conditions: (a) The Administrative Agent (or its counsel) shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the received from Lenders constituting the Required Lenders shall have signed (under and as defined in the Original Credit Agreement), the Administrative Agent, the Borrowers, each Term A Lender, each Term B Lender, each Revolving Facility Lender and each Issuing Bank either (i) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include by electronic means transmission of the Lenders, a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have given received such copies of amendments to the Loan Documents as may be requested by the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by the Restatement to ensure the continued validity, enforceability and priority of the Loan Documents after giving effect to the Restatement as may have been reasonably requested by the Administrative Agent together with such opinions of counsel, certificates, and other documents as the Administrative Agent may have reasonably requested in connection therewith. (c) All accrued interest and fees payable hereunder through the Restatement Effective Date shall have been paid. (d) The Administrative Agent shall have received from the Company an upfront fee payable for the account of each Lender party to this Agreement on the Restatement Effective Date equal to (i) 0.05% of the aggregate principal amount of such Lender’s Term A Loan Commitment and Revolving Facility Commitment on the Restatement Effective Date up to the extent then due aggregate principal amount of “Term A Loans” and invoiced at least two Business Days “Revolving Facility Commitments” if any, held by such Lender immediately prior to the Restatement Effective Date;Date and (ii) 0.25% of the aggregate principal amount of such Lender’s Term A Loan Commitment and Revolving Facility Commitment on the Restatement Effective Date in excess of the amount described in subclause (i) above. (iiie) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received (or be reasonably satisfied that it will receive promptly after the funding of Loans on the Restatement Effective Date), on behalf of itself, the Lenders and each Issuing Bank, a copy favorable written opinion of (i) P▇▇▇, Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, special counsel for the duly authorized Loan Parties, (ii) Taylors in association with Walkers, Bermuda counsel for the Loan Parties, (iii) M▇▇▇▇ ▇▇▇▇▇ JSM, M▇▇▇▇▇▇▇ Islands counsel for the Loan Parties, (iv) G▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Bahamas counsel for the Loan Parties, and executed Other Credit Agreement(v) C▇▇▇▇ & Co, which Other Credit Agreement shall be maritime counsel for the Loan Parties, in each case (A) dated the Restatement Effective Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall be reasonably request. (f) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Restatement Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Restatement Effective Date to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in accordance with its terms;connection herewith on behalf of such Loan Party, and (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (ag) The Lenders shall have received a solvency certificate substantially in the Equity Investment form of Exhibit C and signed by a Financial Officer of the Company and a solvency certificate signed by a Financial Officer of the Co-Borrower. (h) The elements of the Collateral and Guarantee Requirement required to be satisfied on or prior to the Restatement Effective Date (or promptly after the Restatement Effective Date, as applicable) with respect to the Specified Additional Subsidiary Guarantor and the Specified Additional Vessel shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, satisfied and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; results of a search of Uniform Commercial Code (viiior equivalent) the Collateral and Guaranty Requirements filings made with respect to each Loan Party in Washington, D.C., the State of Florida, the jurisdiction in which such Loan Party is formed and existing and lien searches of any other office or jurisdiction in which the Collateral Vessel shall have been satisfied (Agent determines it would be advisable to conduct such a search, including tax and judgment lien searches and United States Patent and Trademark Office and United States Copyright Office searches, each as of a recent date and listing all effective financing statements, lien notices or other comparable documents that name any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements Loan Party as are necessary or desirable in the sole discretion debtor, together with copies of the Administrative Agent); financing statements (ixor similar documents) the Administrative Agent shall have received a copy of the duly authorized disclosed by such search and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released; provided that, notwithstanding the terms of this Section 4.02(h) and shall be Section 4.02(k), to the extent any security interest in full force the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than (A) execution and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy delivery of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause Additional Subsidiary Guarantor Accession Supplement to be delivered by the Specified Additional Subsidiary Guarantor, (B) execution and delivery of the Subsidiary Guarantor Pledge Agreement to be delivered by the holder of Equity Interests of the Specified Additional Subsidiary Guarantor (and, if required under the applicable governing law, the Specified Additional Subsidiary Guarantor), (C) any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement, the registration or recording of a Vessel Mortgage with respect to the Administrative Agent a solvency certificate from Specified Additional Vessel in the senior financial officer appropriate ship registry, or (D) the delivery of stock certificates or other instruments representing Equity Interests of the Parent, in the form of Exhibit J, which shall Specified Additional Subsidiary Guarantor) is not able to be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning provided on the Restatement Effective Date in form and substance reasonably satisfactory after the Company’s use of commercially reasonable efforts to the Lenders; (xvi) on do so, such requirements may be satisfied after the Restatement Effective DateDate in accordance with Section 5.10. (i) JPMorgan Chase Bank, nothing N.A. shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of received all fees payable thereto or to any facts Lender on or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 ProceedingsRestatement Effective Date and, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent extent invoiced at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Restatement Effective Date, including, to the extent invoiced at least three Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, A▇▇▇▇▇▇ (Bermuda) Limited, H▇▇▇▇ & J▇▇▇▇▇▇ and W▇▇▇▇▇, ▇▇▇▇▇▇ & W▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The Lenders shall have received, at least three Business Days prior to the Restatement Effective Date, all documentation and other information reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Lender or the Administrative Agent in writing at least ten Business Days prior to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date. (k) The Collateral Agent shall have received (or shall be reasonably satisfied that it will receive promptly after the funding of Loans on the Restatement Effective Date), with respect to the Specified Additional Vessel: (i) evidence that the Vessel Mortgage has been duly executed and delivered by the Specified Additional Subsidiary Guarantor and duly registered in accordance with the laws of the appropriate ship registry and such other evidence that the Collateral Agent may deem necessary in order to create a valid first priority ship mortgage or first preferred ship mortgage and subsisting Lien securing the Obligations on the Specified Additional Vessel in favor of the Collateral Agent for the benefit of the Secured Parties and that all registration fees in connection therewith have been duly paid; (ii) a Transcript of Register or Certificate of Ownership and Encumbrance issued by the appropriate ship registry stating that the Specified Additional Vessel is owned by the Specified Additional Subsidiary Guarantor and that there are of record no liens or other encumbrances on the Specified Additional Vessel except the Vessel Mortgage in favor of the Collateral Agent and other Permitted Liens; (iii) a copy of a certificate duly issued by the Classification Society to the effect that the Specified Additional Vessel has received the highest classification and rating for vessels of the same age and type, and is free of all overdue recommendations and notations of the Classification Society; (iv) evidence of insurance in respect of the Specified Additional Vessel naming the Collateral Agent, for the benefit of the Secured Parties, as loss payee under property and casualty coverages, and, with respect to liability coverages, evidence that the relevant protection and indemnity club has made a loss payable endorsement to such coverages as required in the relevant Security Documents, in each case with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is specified in Section 5.02 or otherwise required pursuant to the relevant Security Documents, together with the letters of undertaking required by the relevant Security Documents; (v) copies of the DOC and SMC referred to in clause (a) of the definition of “ISM Code Documentation,” for the Specified Additional Vessel certified as true and in effect by the Specified Additional Subsidiary Guarantor; and (y) copies of such ISM Code Documentation for the Specified Additional Vessel as the Administrative Agent may by written notice to the Company request no later than two Business Days before the Restatement Effective Date, certified as true and complete in all material respects by the Specified Additional Subsidiary Guarantor; and (vi) a copy of the International Ship Security Certificate for the Specified Additional Vessel issued under the ISPS Code, certified as true and in effect by the Specified Additional Subsidiary Guarantor. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Restatement Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

Restatement Effective Date. This The Restatement Agreement and the Commitments of the Lenders hereunder shall become effective on the first date (the “Restatement Effective Date”) on which the following conditions precedent shall have been satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with Section 10.02 of the “Effective Date,” as defined in the Plan of ReorganizationExisting Credit Agreement): (a) The Administrative Agent (or its counsel) shall have received either (i) counterparts of the ParentRestatement Agreement that, GMSCwhen taken together, Arlingtonbear the signatures of (A) each Loan Party, (B) each New Revolving Lender and (C) Lenders under the BorrowerExisting Credit Agreement that, immediately prior to the Administrative Agent and the Lenders constituting effectiveness of this Agreement, constitute the Required Lenders shall have signed a counterpart hereof or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include electronic image scan transmission of a signed signature page of the Lenders, Restatement Agreement) that such party has signed a counterpart of the Restatement Agreement. (b) The Administrative Agent shall have given received a written opinion (addressed to the Administrative Agent telephonic (confirmed in writing)Agent, written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable New Revolving Lenders) and documented legal fees the Issuing Banks and expenses dated the Restatement Effective Date) of White ▇▇▇▇▇ ▇▇▇▇ & Case LLP and maritime ▇▇▇▇▇▇▇▇ LLP, counsel and other counsel for the Loan Parties, covering such matters relating to the Loan Parties, the Restatement Agreement or the transactions contemplated thereby as the Administrative Agent shall reasonably acceptable request. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the Borrower) organization, existence and other compensation good standing of each of the Loan Parties, the authorization of the transactions contemplated in connection with this by the Restatement Agreement and any other legal matters relating to the Final DIP/Cash Collateral Order payable Loan Parties, the Restatement Agreement or such transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received (i) a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that the representations and warranties set forth in Section 3 of the Restatement Agreement are true and correct as of the Restatement Effective Date and (ii) a certificate, dated the Restatement Effective Date and signed by the Senior Vice President and Treasurer of Holdings, substantially in the form of Exhibit E hereto, demonstrating solvency (on a consolidated basis) of Holdings and the Subsidiaries as of the Restatement Effective Date after giving effect to the transactions contemplated by the Restatement Agreement. (e) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable to such Persons in their capacity as such on or prior to the Restatement Effective Date (including, for the avoidance of doubt, all accrued but unpaid commitment fees under Section 2.12(a) of the Existing Credit Agreement in respect of the transactions contemplated by this Agreement Existing Revolving Commitments), including, to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans , reimbursement or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan payment of Reorganization shall have been confirmed by the Bankruptcy Court all reasonable and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be documented out-of-pocket expenses required to be true and correct in all material respects only as of such specified date);reimbursed or paid by the Borrower under the Restatement Agreement. (xiif) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation To the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably extent requested by any Lender or the Administrative Agent them at least three 10 Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or Date, the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant the Lenders party to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents Restatement Agreement shall have been obtained and remain in effectreceived, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred at least two Business Days prior to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date, (i) all documentation and other information relating to the Borrower for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (ii) to the extent that the Borrower or an Affiliate qualifies as a “legal entity customer” under the requirements of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower or such Affiliate.

Restatement Effective Date. This The amendment and restatement of the Existing Credit Agreement to be in the form of this Agreement shall become effective on the first date (the “Restatement Effective Date”) on which the following conditions precedent shall have been satisfied (or waived in accordance with Section 9.02 of the Existing Credit Agreement): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic image scan transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Arrangers shall have received a written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Restatement Effective Date) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, covering such matters relating to the Borrower, this Agreement or the Transactions as the Administrative Agent or the Arrangers shall reasonably request. (c) The Administrative Agent and the Arrangers shall have received such documents and certificates as the Administrative Agent, the Arrangers or their respective counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent, the Arrangers and their respective counsel. (d) The Administrative Agent and the Arrangers shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) and (b) of Section 4.03. (e) The Administrative Agent, the Arrangers and the Lenders shall have received all fees and other amounts due and payable on or prior to such date (which date shall be substantially concurrent with the “Restatement Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date;, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (iiif) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the The Administrative Agent, which releases the Arrangers and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel Lenders shall have been satisfied (including any amendments received, at least two Business Days prior to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect all documentation and other information relating to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent them at least three 10 Business Days prior to the Restatement Effective Date in connection for purposes of ensuring compliance with its internal compliance regulations thereunder or other information reasonably requested by applicable “know your customer” and anti-money laundering rules and regulations, including the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby;USA Patriot Act. (xixg) all necessary governmental The Term Loan Credit Agreement shall have become (domestic and foreign) and third party approvals and/or consents in connection or, substantially contemporaneously with the Loans, amendment and restatement of the other transactions contemplated hereby and Existing Credit Agreement to be in the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation form of this Agreement or becoming effective, shall become) effective, and the other transactions contemplated by Arrangers shall have received a copy of the definitive Term Loan Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinAgreement. The Administrative Agent will give shall notify the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding upon all parties hereto.

Restatement Effective Date. This The effectiveness of this Agreement shall become effective on is subject to the date (the “Restatement Effective Date”) on which satisfaction of the following conditions conditions: (a) The Administrative Agent (or its counsel) shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlingtonreceived from each Revolving Facility Lender, the Borrower, and the Administrative Agent and the Lenders constituting the Required Lenders shall have signed Agent, either (i) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include by electronic means transmission of the Lenders, a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have given received such copies of amendments to the Loan Documents as may be requested by the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement the Restatement to ensure the continued validity, enforceability and priority of the Loan Documents after giving effect to the extent then due Restatement as may have been reasonably requested by the Administrative Agent together with such opinions of counsel, certificates, and invoiced at least two Business Days prior other documents as the Administrative Agent may have reasonably requested in connection therewith. (c) All accrued interest and fees payable hereunder through the Restatement Effective Date shall have been paid. (d) The Administrative Agent shall have received from the Borrower an upfront fee payable for the account of each Revolving Facility Lender set forth on Schedule 2.01 equal to 0.25% of the aggregate principal amount of such ▇▇▇▇▇▇’s Revolving Facility Commitment immediately after giving effect to the Restatement Effective Date;. (iiie) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received (or be reasonably satisfied that it will receive promptly after the Restatement Effective Date), on behalf of itself, the Lenders and each Issuing Bank, a copy favorable written opinion of (i) ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the duly authorized Loan Parties, (ii) Walkers (Bermuda) Limited, Bermuda counsel for the Loan Parties, (iii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., ▇▇▇▇▇▇▇▇ Islands and executed Other Credit Agreementmaritime counsel for the Loan Parties and (iv) GrahamThompson, which Other Credit Agreement shall be Bahamas and maritime counsel for the Loan Parties, in each case (A) dated the Restatement Effective Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) covering such other matters relating to the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and Loan Documents as the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent;request. (viiif) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Restatement Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory by the constituent documents of such Loan Party, (ii) a certificate as to the Administrative Agent good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and shall be complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Restatement Effective Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in accordance with its termsconnection herewith on behalf of such Loan Party, and (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (xg) the Administrative Agent The Lenders shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, substantially in the form of Exhibit J, which shall be addressed to the Administrative Agent C and each signed by a Financial Officer of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature;Borrower. (xvh) the Administrative Agent JPMorgan Chase Bank, N.A. shall have received copies of (i) the financial statements referred all fees payable thereto or to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory any Lender on or prior to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory and, to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent extent invoiced at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Restatement Effective Date, including, to the extent invoiced at least three Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ (Bermuda) Limited, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (i) The Lenders shall have received, at least three Business Days prior to the Restatement Effective Date, all documentation and other information reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant in writing at least ten Business Days prior to the transactions contemplated hereby;Restatement Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 Business Days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (xixi) all necessary governmental (domestic On and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence as of the Restatement Effective Date, the representations and warranties of the Borrower and each other Loan Party set forth in Sections 4.01(b) and 4.01(c) hereof shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) and (ii) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying as to the matters set forth in Sections 4.01(b) and 4.01(c) hereof. (k) Substantially concurrently with the Restatement Effective Date, the Borrower shall have paid to the Administrative Agent, for the account of each Lender immediately prior to giving effect to this Agreement, all outstanding amounts, including all accrued and unpaid interest, with respect to the Existing Loans outstanding immediately prior to the Restatement Effective Date. (l) The elements of the Collateral and Guarantee Requirement required to be satisfied on or prior to the Restatement Effective Date (or promptly after the Restatement Effective Date, as applicable) with respect to the Subsidiary Guarantors and the Specified Additional Vessels shall have been satisfied and the Administrative Agent shall have received the results of a search of Uniform Commercial Code (or equivalent) filings made with respect to each Loan Party in Washington, D.C. and the State of Florida and lien searches of any other office or jurisdiction in which the Collateral Agent determines it would be advisable to conduct such a search, including tax and judgment lien searches and United States Patent and Trademark Office and United States Copyright Office searches, each as of a recent date and listing all effective financing statements, lien notices or other comparable documents that name any Loan Party as debtor, together with copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been or will promptly after the Restatement Effective Date be released; provided that, notwithstanding the terms of this Section 4.02(l) and Section 4.02(m), to the extent any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than (A) execution and delivery of the Collateral Agreement by the Subsidiary Guarantors, (B) execution and delivery of the Subsidiary Guarantor Pledge Agreement to be delivered by the holder of Equity Interests of the Subsidiary Guarantors (and, if required under the applicable governing law, each Subsidiary Guarantor), or (C) any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement and/or the registration or recording of a Vessel Mortgage with respect to each Specified Additional Vessel in the appropriate ship registry) is not able to be provided on the Restatement Effective Date after the Borrower’s use of commercially reasonable efforts to do so, such requirements may be satisfied after the Restatement Effective Date in accordance with Section 5.10. (m) The Loan-to-Value Ratio as of the Restatement Effective Date shall be equal to or less than 0.55 to 1.0. (n) The Collateral Agent shall have received (or shall be reasonably satisfied that it will receive promptly after the Restatement Effective Date), with respect to each Specified Additional Vessel: (i) evidence that the Vessel Mortgage has been duly executed and delivered by each Specified Additional Subsidiary Guarantor, as applicable, and duly registered in accordance with the laws of the appropriate ship registry and such other evidence that the Collateral Agent may deem necessary in order to create a valid first priority ship mortgage or first preferred ship mortgage and subsisting Lien securing the Obligations on each Specified Additional Vessel in favor of the Collateral Agent for the benefit of the Secured Parties and that all registration fees in connection therewith have been duly paid; (ii) a Transcript of Register or Certificate of Ownership and Encumbrance issued by the appropriate ship registry stating that each Specified Additional Vessel is owned by the applicable Specified Additional Subsidiary Guarantor and that there are of record no liens or other encumbrances on each Specified Additional Vessel except the Vessel Mortgage in favor of the Collateral Agent and other Permitted Liens; (iii) a copy of a certificate duly issued by the Classification Society to the effect that each Specified Additional Vessel has received the highest classification and rating for vessels of the same age and type, and is free of all overdue recommendations and notations of the Classification Society; (iv) evidence of insurance in respect of each Specified Additional Vessel naming the Collateral Agent, for the benefit of the Secured Parties, as loss payee under property and casualty coverages, and, with respect to liability coverages, evidence that the relevant protection and indemnity club has made a loss payable endorsement to such coverages as required in the relevant Security Documents, in each case with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is specified in Section 5.02 or otherwise required pursuant to the relevant Security Documents, together with the letters of undertaking required by the relevant Security Documents; (v) copies of the DOC and SMC referred to in clause (a) of the definition of “ISM Code Documentation,” for each Specified Additional Vessel certified as true and in effect by each Specified Additional Subsidiary Guarantor, as applicable; and (y) copies of such ISM Code Documentation for each Specified Additional Vessel as the Administrative Agent may by written notice to the Borrower request no later than two Business Days before the Restatement Effective Date, certified as true and complete in all material respects by each Specified Additional Subsidiary Guarantor, as applicable; and (vi) a copy of the International Ship Security Certificate for each Specified Additional Vessel issued under the ISPS Code, certified as true and in effect by each Specified Additional Subsidiary Guarantor, as applicable. (i) On the Restatement Effective Date, the Collateral Agent shall have received (a) counterparts of each amendment to Vessel Mortgage in respect of any ▇▇▇▇▇▇▇▇ Islands flagged Mortgaged Vessel duly executed and delivered by the registered owner of such Mortgaged Vessel and the Mortgage Trustee suitable for recordation with the central office of the Maritime Administrator for the Republic of the ▇▇▇▇▇▇▇▇ Islands in New York City (the “Maritime Administrator’s Office”), (b) evidence that each Amendment to Vessel Mortgage in respect of any ▇▇▇▇▇▇▇▇ Islands flagged Mortgaged Vessel has been (or will, promptly following the Restatement Effective Date, be) duly registered with the Maritime Administrator’s Office in accordance with the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands and such other evidence that the Mortgage Trustee may deem necessary and that all registration fees in connection therewith have been duly paid and (c) counterparts of each amendment to Deeds of Covenants in respect of any Bahamas flagged Mortgaged Vessel duly executed and delivered by the registered owner of such Mortgaged Vessel and the Mortgage Trustee; (ii) on or promptly following the Restatement Effective Date, a Certificate of Ownership and Encumbrances issued by the Maritime Administrator’s Office stating that such ▇▇▇▇▇▇▇▇ Islands flagged Mortgage Vessel is owned by the Subsidiary Guarantor and showing that there are of record no other liens or encumbrances on such ▇▇▇▇▇▇▇▇ Islands flagged Mortgaged Vessel except the Vessel Mortgage as amended by the Amendment in favor of the Mortgage Trustee; (iii) such other documents, including any consents, agreements or confirmation of third parties as may be required under any Amendment to the Mortgages in respect of the ▇▇▇▇▇▇▇▇ Islands flagged Mortgage Ships or otherwise as the Collateral Agent or the Mortgage Trustee may reasonably request; and (iv) the Administrative Agent shall have received (or be reasonably satisfied that it will received promptly after the Restatement Effective Date) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., ▇▇▇▇▇▇▇▇ Islands counsel to the Loan Parties and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Bahamas counsel to the Loan Parties. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Restatement Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such ▇▇▇▇▇▇’s ratable portion of the initial Borrowing.