SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.6

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”), dated as of September 30, 2011, by and among GENERAL MARITIME CORPORATION, a Xxxxxxxx Islands corporation (the “Parent”), GENERAL MARITIME SUBSIDIARY CORPORATION (“GMSC”), ARLINGTON TANKERS LTD. (“Arlington”), GENERAL MARITIME SUBSIDIARY II CORPORATION, a Xxxxxxxx Islands corporation (“GMSC II”, and together with GMSC, individually or collectively, as the context may require, the “Borrower”), the Lenders party from time to time to the Credit Agreement referred to below (the “Lenders”) and OCM ADMINISTRATIVE AGENT, LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent.  Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) are used herein as therein defined.

W I T N E S S E T H :

WHEREAS, the Parent, Arlington, the Borrower, the Lenders and the Administrative Agent are parties to the Amended and Restated Credit Agreement, dated as of May 6, 2011 and amended on July 13, 2011 (as further amended, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions of this Second Amendment, the parties hereto wish to waive and amend certain provisions of the Credit Agreement as herein provided (the “Amendments”);

NOW, THEREFORE, it is agreed:

I. Waiver to Credit Agreement.

1. Notwithstanding anything to the contrary contained in the Credit Agreement, the Required Lenders hereby waive the Minimum Cash Balance covenant set forth in Section 9.07 of the Credit Agreement to and including November 10, 2011 and any Event of Default under Sections 10.02, 10.03 and/or 10.04 arising therefrom (the “Waiver”); provided that the Waiver shall cease to be of any force or effect on the earlier of (i) November 11, 2011 and (ii) the occurrence of any other Event of Default under the Credit Agreement (after giving effect to this Second Amendment).

II. Amendments to Credit Agreement.

1. Section 11 of the Credit Agreement is hereby amended by adding the following new definitions in correct alphabetical order:

“Second Amendment” shall mean the Second Amendment to this Agreement, dated as of September 30, 2011.

“Second Amendment Effective Date” shall have the meaning provided in the Second Amendment.

“Liquidity Waiver Period” shall mean the period from the Second Amendment Effective Date to and including November 10, 2011.

2. Section 11 of the Credit Agreement is hereby amended by replacing the definition of “Interest Payment Date” with the following text:

“Interest Payment Date” means each March 31, June 30, September 30 and December 31; provided, that, during the Liquidity Waiver Period, “Interest Payment Date” means the last Business Day of each calendar month.  If such Interest Payment Date does not fall on a Business Day, such Interest Payment Date shall be the immediately succeeding Business Day.

3. Section 1.07(a) of the Credit Agreement is hereby amended by inserting the following text immediately preceding the period (“.”) at the end of the first sentence in said Section:

“; provided that during the Liquidity Waiver Period, accrued and unpaid interest shall be payable by adding it to the outstanding principal balance of the Loan on the last Business Day of each calendar month”.

4. Section 8.01(k) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(k) Cash Flow Projections.  If requested by the Administrative Agent or any Lender: on the first Business Day of each calendar month after the Closing Date to and including (x) the later of (1) the reduction of the amortization shortfall amount under the 2008 Credit Agreement to zero and (2) the second anniversary of the Closing Date and (y) the date on which the Total Leverage Ratio shall be no greater than 0.60 to 1.00 for the most recently ended Test Period for which financial statements are due under Section 8.01(a) or (b), cash flow projections for the Parent and its Subsidiaries (the “Cash Flow Projections”) for the 13-week period beginning on the Business Day on which such Cash Flow Projections are due, which Cash Flow Projections shall (i) be based on information available, and projections made, as of the last Business Day of the immediately preceding calendar month and (ii) include a variance report describing in reasonable detail the variance(s) in actual cash flow from projected cash flow for the month ended on such last Business Day; provided that (i) after the First Amendment Effective Date to and including the Second Amendment Effective Date, the Parent will deliver the Cash Flow Projections referenced above to the Administrative Agent bi-weekly, (ii) during the Liquidity Waiver Period, the Parent will deliver the Cash Flow Projections (together with the variance report) referenced above to the Administrative Agent weekly (by no later than Friday of each calendar week) and (iii) after the Liquidity Waiver Period to and including March 30, 2012, the Parent will deliver the Cash Flow Projections (together with the variance report) referenced above to the Administrative Agent bi-weekly.”.

5. Section 8.01 of the Credit Agreement is hereby amended by inserting the following new Section 8.01(m) at the end of said Section:

Signature Page to Second Amendment to $200M Amended and Restated Credit Agreement

“(m) Restructuring Plan.  No later than October 31, 2011, a copy of a term sheet setting forth a proposed restructuring plan for the Parent and its Subsidiaries.”.

6. The Credit Agreement is hereby amended by inserting the following Section 8.19:

“8.19 Form 8-K.  Within two Business Days after the Second Amendment Effective Date, Borrower shall file a Form 8-K with the SEC with respect to this Second Amendment, the amendments under the 2008 Credit Agreement and the 2010 Credit Agreement executed in connection with this Second Amendment and the Borrower’s restructuring discussions in form and substance reasonably satisfactory to the Administrative Agent.

7. Section 9.03 of the Credit Agreement is hereby amended by inserting the following text at the end of said Section:

“Notwithstanding anything to the contrary contained herein, the Parent shall not declare or pay any Dividends or any Shareholder Payments at any time during the Liquidity Waiver Period.”.

8. Section 10.03 of the Credit Agreement is hereby amended by inserting the text “(or, in the case of a default under Section 8.01(m), five days)” immediately following the text “30 days” appearing in said Section.

9. Section 13.01 of the Credit Agreement is hereby amended by inserting the following text at the end of said Section:

“Notwithstanding anything herein to the contrary, the Borrower agrees to pay, on a monthly basis within five days of presentment to the Borrower of a legal invoice, the reasonable out-of-pocket fees and expenses of counsel for each of the Lenders with respect to the Credit Documents whether incurred prior to the Second Amendment Date or thereafter and including, without limitation, expenses incurred in connection with advising the Lenders as to their rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Credit Documents, with respect to negotiations with any Credit Party or with other creditors of any Credit Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default as with respect to any potential restructuring of the obligations of the Credit Parties and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto.  Without limiting the foregoing, the Credit Parties acknowledge that the Lenders have engaged Xxxxxxxx Xxxxx Capital, Inc. to advise the Lenders and that the Borrower shall be obliged, within five days of presentment to the Borrower of an invoice, to pay all reasonable out-of-pocket fees and expenses of Xxxxxxxx Xxxxx Capital, Inc. (including any retainers) retained by and on behalf of the Lenders.  The Credit Parties hereby further agree to cooperate with the reasonable requests of such financial consultants in a timely manner.”

10.  Section 13.01 of the Credit Agreement is hereby amended by inserting the following text immediately preceding the semi-colon (“;”) appearing at the end of clause (i) in said Section:

“; provided it is understood and agreed that, during the Liquidity Waiver Period, the reasonable fees and disbursements of Xxxxxxxx & Xxxxx LLP shall be paid by the Borrower on a monthly basis within five days of presentment to the Borrower of a legal invoice”.

III. Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below) before (with the exception of any Default or Event of Default resulting from non-compliance by the Borrower or any of its Subsidiaries with Section 9.07) and after giving effect to this Second Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

2. This Second Amendment is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the modification of or deviation from any other term or condition of the Credit Agreement or the other Credit Documents or any of the other instruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein.  The Agents and the Lenders expressly reserve all their rights and remedies except as expressly waived by this Second Amendment.

3. This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.

4. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

5. This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) (i) the Borrower, Arlington, the Parent and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to Xxxxxxxx Xxxx, c/o Kirkland & Xxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Facsimile (000) 000-0000 / Email xxxxxxxx.xxxx@xxxxxxxx.xxx, (ii) an amendment to (x) the 2008 Credit Agreement and (y) the 2010 Credit Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent, shall have become

effective in accordance with its terms and the Administrative Agent shall have received a copy thereof, and (iii) an amendment to the Investment Agreement and that certain Letter Agreement dated January 10, 2011 in form and substance reasonably satisfactory to the Administrative Agent, shall have become effective in accordance with its terms; provided that the Second Amendment Effective Date shall be required to occur on or before September 30, 2011 5:00 p.m. Pacific Time or this Second Amendment shall be null and void.

6. The Required Lenders hereby direct the Administrative Agent to consent, and the Administrative Agent hereby consents, to the amendments to the 2008 Credit Agreement and the 2010 Credit Agreement referenced above.

8. From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby on the Second Amendment Effective Date.

9. The Parent, the Borrower, Arlington and each other Credit Party as debtor, grantor, pledgor or assignor, or in any other similar capacity in which the Parent, the Borrower, Arlington and each other Credit Party grant liens or security interests in their respective property or otherwise act as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Credit Documents to which it is a party (after giving effect hereto) and (ii) to the extent the Parent, the Borrower, Arlington and each other Credit Party granted liens on or security interests in any of its property pursuant to any such Credit Document as security for the Parent, the Borrower, Arlington and each other Credit Party’s Obligations under or with respect to the Credit Documents, ratifies and reaffirms such guarantee and grants of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.  The Parent, the Borrower, Arlington and each other Credit Party hereby consents to this Second Amendment and acknowledges that each of the Credit Documents remains in full force and effect and is hereby ratified and reaffirmed.  Except as otherwise provided herein, the execution of this Second Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations.

10. In consideration of, among other things, the execution and delivery of this Second Amendment by the Administrative Agent and the Lenders, and any financial accommodations which the Administrative Agent and any Lender elects to extend to the Borrower and any other Credit Party after the date hereof, each of the Borrower, Arlington, the Parent and the other Credit Parties, on behalf of itself and its successors and assigns (collectively, the “Releasors”), hereby forever waives, releases and discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee (as defined below) harmless from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), causes of action, demands, suits, costs, expenses and damages (collectively, the “Claims”), that any Releasor now has, of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, against any or all of the Agents and the Lenders and their respective affiliates, shareholders and “controlling persons” (within the meaning of the federal securities laws), and

their respective successors and assigns and each and all of the officers, directors, employees, consultants, agents, attorneys and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Second Amendment Effective Date relating to the Credit Documents or the transactions contemplated thereby.  The receipt by the Borrower, Arlington, the Parent or any other Credit Party of any Loans or other financial accommodations made by the Administrative Agent or any Lender after the date hereof shall constitute a ratification, adoption, and confirmation by the Borrower, Arlington, the Parent and the other Credit Parties of the foregoing general releases of all Claims against any Releasee which are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations.  In entering into this Second Amendment, the Borrower, Arlington, the Parent and the other Credit Parties have consulted with, and been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof.  The provisions of this Section shall survive the termination of this Second Amendment and the other Credit Documents and payment in full of the Obligations.

11. Borrower agrees to promptly pay the reasonable out-of-pocket costs and expenses of each of the Administrative Agent and the Lenders (including, without limitation, the fees and expenses of Xxxxxxxx & Xxxxx LLP) in connection with the Second Amendment. Borrower shall pay (x) the invoice from Xxx Xxxxxxx Xxxxxxxxx Limited dated August 31, 2011 in the amount of $1,129.50 and (y) the invoice from Citibank, N.A. in the amount of $35,000, within two Business Days after the Second Amendment Effective Date.

*        *        *

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Second Amendment as of the date first above written.

	GENERAL MARITIME CORPORATION
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Executive Vice President, Chief Financial Officer
	GENERAL MARITIME SUBSIDIARY CORPORATION
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: President
	GENERAL MARITIME SUBSIDIARY II CORPORATION
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: President
	ARLINGTON TANKERS LTD.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Director

	OCM ADMINISTRATIVE AGENT, LLC
	By:	Oaktree Principal Fund V, L.P.
	Its:	Managing Member
	By:	Oaktree Principal Fund V GP, L.P.
	Its:	General Partner
	By:	Oaktree Principal Fund V GP Ltd.
	Its:	General Partner
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ B. Xxxxx Xxxx
		Name: B. Xxxxx Xxxx
		Title: Managing Director
	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Senior Vice President

	OCM MARINE INVESTMENTS CTB, LTD.
	By: Oaktree Capital Management, L.P.
	Its: Director
	By:	/s/ B. Xxxxx Xxxx
	Name: B. Xxxxx Xxxx
	Title: Managing Director
	By:	/s/ Xxxx X. Xxxxxx
	Name: Xxxx X. Xxxxxx
	Title: Senior Vice President