Gener8 Maritime, Inc. (Form: S-1/A, Received: 06/08/2015 17:19:25)

Gener8 Maritime, Inc.

/s/ LEONARD J. VRONDISSIS

Leonard J. Vrondissis

Chief Financial Officer and Executive Vice President

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GENERAL MARITIME CORPORATION INDEX TO FINANCIAL STATEMENTS

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As filed with the Securities and Exchange Commission on June 8, 2015

Registration No. 333-204402

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Gener8 Maritime, Inc.
(Exact name of Registrant as specified in its charter)


Republic of the Marshall Islands (State or other jurisdiction of incorporation or organization)		4412 (Primary Standard Industrial Classification Code Number)		66-071-6485 (I.R.S. Employer Identification No.)


Gener8 Maritime, Inc. 299 Park Avenue, Second Floor New York, New York 10171 (212) 763-5600		Peter C. Georgiopoulos Chairman and Chief Executive Officer Gener8 Maritime, Inc. 299 Park Avenue, Second Floor New York, New York 10171 (212) 763-5600
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 Attention: Thomas E. Molner, Esq. Tel: (212) 715-9100 Fax: (212) 715-8000		Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, NY 10019 Attention: Andrew J. Pitts D. Scott Bennett Tel: (212) 474-1000 Fax: (212) 474-3700

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(2)(3)	Amount of Registration Fee(4)




Common Shares, par value $0.01 per share (1)	$100,000,000	$11,620

(1): In accordance with Rule 457(o) of the Securities Act of 1933, the number of common shares being registered and the proposed maximum offering price per share are not included in this table.
(2): Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933.
(3): Includes common shares that may be sold pursuant to the underwriters' option to purchase additional shares.
(4): Paid previously in connection with the initial filing of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED , 2015

P R E L I M I N A R Y P R O S P E C T U S

Shares

GENER8 MARITIME, INC.

Common Stock
$ per share

This is the initial public offering of our common stock. We are selling shares of our common stock. We currently expect the initial public offering price to be between $ and $ per share of common stock.

We have granted the underwriters an option to purchase up to additional shares of common stock to cover over-allotments.

We intend to apply to have the common stock listed on the New York Stock Exchange under the symbol "GNRT."

Investing in our common stock involves risks. See "Risk Factors" beginning on page 22 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements.

	Per Share	Total

Public offering price	$	$
Underwriting discount(1)	$	$
Proceeds to Gener8 Maritime, Inc. (before expenses)	$	$

(1): See " Underwriting (Conflicts of Interest) " for additional information regarding underwriting compensation.

The underwriters expect to deliver the shares to purchasers on or about , through the book-entry facilities of The Depository Trust Company.

Joint Book-Running Managers


Citigroup		UBS Investment Bank		Jefferies		Evercore ISI

Senior Co-Managers


DNB Markets		SEB

Co-Managers

Pareto Securities

Axia

Prospectus dated , 2015

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We are responsible for the information contained in this prospectus and in any free-writing prospectus we prepare or authorize. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date.

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		Page

Industry Data			ii
Summary			1
Risk Factors			22
Forward-Looking Statements			66
Use of Proceeds			67
Our Dividend Policy			68
Capitalization			69
Dilution			71
Selected Historical Financial and Other Data			75
Management's Discussion and Analysis of Financial Condition and Results of Operations			79
The International Oil Tanker Shipping Industry			106
Business			125
Management			158
Executive Compensation			165
Principal Shareholders			175
Related Party Transactions			180
Shares Eligible For Future Sale			200
Description of Our Capital Stock			202
Description of Indebtedness			208
Marshall Islands Company Considerations			214
Material U.S. Federal Income Tax Considerations			216
Material Marshall Islands Tax Considerations			221
Underwriting (Conflicts of Interest)			222
Legal Matters			228
Experts			228
Where You Can Find Additional Information			232
Enforceability of Civil Liabilities			232
Glossary of Shipping Terms			233
Index to Financial Statements			F-1

You should rely only on information contained in this prospectus. Neither we nor the underwriters have authorized anyone to give any information or to make any representations other than those contained in this prospectus. Do not rely upon any information or representations made outside of this prospectus. This prospectus is not an offer to sell, and it is not soliciting an offer to buy, any securities other than our common shares or our common shares in any circumstances in which such an offer or solicitation is unlawful. The information contained in this prospectus may change after the date of this prospectus. Do not assume after the date of this prospectus that the information contained in this prospectus is still correct.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.

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INDUSTRY DATA

The discussions contained in " The International Oil Tanker Shipping Industry " and certain other sections of this prospectus have been reviewed by Drewry Shipping Consultants Ltd., or "Drewry," which has confirmed to us that such sections accurately describe in all material respects the international tanker market as of the date of this prospectus. Please see " Experts " for a list of such sections.

The statistical and graphical information we use in the portions of this prospectus identified above has been compiled by Drewry from its database and other sources, including independent industry publications, government publications and other published independent sources. Drewry compiles and publishes data for the benefit of its clients. Its methodologies for collecting data, and therefore the data collected, may differ from those of other sources, and its data do not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the market. We believe that the information provided by Drewry is accurate in all material respects. In connection therewith, Drewry has advised that certain information in Drewry's database is derived from estimates or subjective judgments; the information in the databases of other shipping data collection agencies may differ from the information in Drewry's database; and while Drewry has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures. Although data are taken from the most recently available published sources, these sources do revise figures and forecasts from time to time.

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SUMMARY

This section summarizes information that appears later in this prospectus. You should review carefully the risk factors and other more detailed information, as well as financial statements, included in this prospectus before making an investment decision. Additionally, as used in this prospectus, unless the context otherwise indicates, the references to "Gener8 Maritime, Inc.," "Gener8 Maritime," "Gener8," "the Company," "we," "our," "our company," and "us," unless otherwise indicated by context, refer to Gener8 Maritime, Inc. and its subsidiaries following the consummation of the merger with Navig8 Crude Tankers, Inc. on May 7, 2015 described in this prospectus pursuant to which (i) General Maritime Corporation was renamed "Gener8 Maritime, Inc." and (ii) Navig8 Crude Tankers, Inc., or "Navig8 Crude," merged with and became a wholly-owned subsidiary of Gener8 Maritime, Inc. and was renamed Gener8 Maritime Subsidiary Inc., or "Gener8 Subsidiary". References to the "2015 merger" refer to this merger and references to "General Maritime" refer to General Maritime Corporation prior to the consummation of the 2015 merger. Navig8 Crude Tankers Inc. is referred to as "Navig8 Crude" prior to the consummation of the 2015 merger and to "Gener8 Subsidiary" after the consummation of the 2015 merger. References to "the offering" or "this offering" refer to our initial public offering. See the "Glossary of Shipping Terms" included in this prospectus for definitions of certain terms that are commonly used in the shipping industry.

Our Company

We are Gener8 Maritime Inc., a leading U.S.-based provider of international seaborne crude oil transportation services, resulting from a transformative merger between General Maritime Corporation, a well-known tanker owner, and Navig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, one of the largest independent vessel pool managers. We own a fleet of 46 tankers, including 25 vessels on the water, consisting of 7 VLCCs, 11 Suezmax vessels, 4 Aframax vessels, 2 Panamax vessels and 1 Handymax product carrier, with an aggregate carrying capacity of 4.5mm deadweight tons, or "DWT," as of March 31, 2015, and 21 "eco" VLCC newbuildings equipped with advanced, fuel-saving technology, that are being constructed at highly reputable shipyards, with expected deliveries from August 2015 through February 2017. These newbuildings are expected to more than double our fleet capacity to 10.8mm DWT, based on the contractually-guaranteed minimum DWT of newbuild vessels. After the delivery of these vessels, we believe that our VLCC fleet will be larger than any owned currently by a U.S. publicly-listed shipping company and will be one of the top five non-state owned VLCC fleets worldwide based on current estimated fleet sizes. In addition to being one of the largest owners by deadweight tonnage of VLCC and Suezmax vessels, we believe we will uniquely benefit from our strategic commercial management relationship with the Navig8 Group, the largest fully-integrated commercial management platform in our industry.

General Maritime was founded in 1997 by our Chairman and Chief Executive Officer, Peter Georgiopoulos, and has been an active owner, operator and consolidator in the crude tanker sector. Mr. Georgiopoulos has overseen the purchase of more than 200 vessels across six companies, for an aggregate purchase price of over $7.5 billion. Navig8 Crude was formed in 2013 by the Navig8 Group, as a crude tanker owning entity and has contracts for 14 "eco" VLCC newbuilding vessels. Navig8 Group manages over 300 vessels across 15 vessel pools. In addition to the greater scale provided by our transformative transaction, we bring to our merged organization the combined industry expertise of General Maritime's existing management team and former senior executives at Navig8 Crude, who are expected to serve as consultants to our Board of Directors, or the "Board," and are expected to sit on our Strategic Management Committee. We believe that we will benefit from multiple commercial and operational advantages of Navig8 Group's VL8, Suez8 and V8 pools, in which we intend to employ our spot VLCC, Suezmax and Aframax vessels, including enhanced scale and access to incremental market intelligence. In addition, pursuant to a non-binding term sheet between us and Navig8 Limited, which we refer to as the "Navig8 non-binding term sheet," and subject to reaching mutually agreeable terms,

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we expect to receive the right to a 15% share of the revenue of the commercial manager of the Suez8 pool and the right to at least a 10% (and as much as a 15%) share of the revenue of the commercial manager of the VL8 pool, in each case as a percentage of revenue remaining after deducting $150,000 per annum for each vessel time chartered by any participant into the applicable pool.

The table below provides information as of March 31, 2015 regarding our vessels on the water, all of which are part of Gener8 Maritime's historical fleet.

Vessel			Employment Status	Yard	Flag

VLCC
Genmar Zeus	2010	318,325	Pool	Hyundai	Marshall Islands
Genmar Atlas	2007	306,005	Pool	Daewoo	Marshall Islands
Genmar Hercules	2007	306,543	Pool	Daewoo	Marshall Islands
Genmar Ulysses	2003	318,695	Pool	Hyundai	Marshall Islands
Genmar Poseidon	2002	305,795	Pool	Daewoo	Marshall Islands
Genmar Victory	2001	312,640	TC	Hyundai	Bermuda
Genmar Vision	2001	312,679	TC	Hyundai	Bermuda
SUEZMAX
Genmar Spartiate	2011	164,925	Pool	Hyundai	Marshall Islands
Genmar Maniate	2010	164,715	Pool	Hyundai	Marshall Islands
Genmar St. Nikolas	2008	149,876	TC	Universal	Marshall Islands
Genmar George T	2007	149,847	Pool	Universal	Marshall Islands
Genmar Kara G	2007	150,296	Pool	Universal	Liberia
Genmar Harriet G	2006	150,296	Pool	Universal	Liberia
Genmar Orion	2002	159,992	Pool	Samsung	Marshall Islands
Genmar Argus	2000	159,999	Pool	Hyundai	Marshall Islands
Genmar Spyridon	2000	159,999	Pool	Hyundai	Marshall Islands
Genmar Horn	1999	159,475	Pool	Daewoo	Marshall Islands
Genmar Phoenix	1999	153,015	Pool	Halla	Marshall Islands
AFRAMAX
Genmar Strength	2003	105,674	Spot	Sumitomo	Liberia
Genmar Daphne	2002	106,560	Spot	Tsuneishi	Marshall Islands
Genmar Defiance	2002	105,538	Spot	Sumitomo	Liberia
Genmar Elektra	2002	106,560	Spot	Tsuneishi	Marshall Islands
PANAMAX
Genmar Companion	2004	72,749	Spot	Dalian China	Bermuda
Genmar Compatriot	2004	72,749	Spot	Dalian China	Bermuda
HANDYMAX
Genmar Consul	2004	47,400	Spot	Uljanik Croatia	Bermuda
Vessels on the Water Total		4,520,347

TC = Time Chartered (see below under the heading " Business—Our Charters ")

Pool = Vessel is chartered into a pool where it is deployed on the spot market.

*: Does not include Nave Quasar (VLCC) which we have time-chartered in with an anticipated charter expiration in February 2016. This vessel is currently chartered-in to the VL8 pool where it is deployed on the spot market. For more information about the Nave Quasar time charter see

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" Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—Nave Quasar Time Charter ."

We believe we are uniquely positioned to benefit from the near-term delivery of our VLCC newbuildings shown in the table below. In addition to providing significant growth over the next 21 months, we believe that the timing of our orders, placed in 2013-2014 and expected to deliver as the tanker market continues its expected recovery, positions us to capture significant upside. Our Strategic Management Committee is expected to be comprised of members having long-standing relationships with high-quality shipyards that facilitated our efficient ordering and securing of delivery slots. Further, we believe the Committee members' collective track record overseeing the construction of more than 100 vessels, including constructions currently in progress, helps ensure that our vessel constructions will be held to the highest standards. The table below provides information regarding our newbuild vessels.

Vessel			Yard

VLCC
Hull 5404	Q3 2015	300,000	Daewoo
Hull 1384	Q3 2015	300,000	SWS
Hull 5405	Q4 2015	300,000	Daewoo
Hull 5406	Q4 2015	300,000	Daewoo
Hull 1385	Q4 2015	300,000	SWS
Hull 5407	Q4 2015	300,000	Daewoo
Hull 5408	Q1 2016	300,000	Daewoo
Hull 768	Q1 2016	300,000	HHI
Hull 1355	Q1 2016	300,000	SWS
Hull S777	Q2 2016	300,000	HSHI
Hull 1356	Q2 2016	300,000	SWS
Hull 769	Q3 2016	300,000	HHI
Hull 137	Q3 2016	300,000	HHIC Phil Inc.
Hull 2794	Q3 2016	300,000	HSHI
Hull S778	Q3 2016	300,000	HSHI
Hull 1357	Q3 2016	300,000	SWS
Hull 770	Q4 2016	300,000	HHI
Hull 138	Q4 2016	300,000	HHIC Phil Inc.
Hull 2795	Q4 2016	300,000	HSHI
Hull 1358	Q4 2016	300,000	SWS
Hull 771	Q1 2017	300,000	HHI


Newbuilding Total		6,300,000




Fleet Total Including Newbuildings		10,817,866

All of our newbuild vessels are considered "eco," incorporating many of the latest technological improvements designed to optimize speed and reduce fuel consumption and emissions. These enhancements are expected to result in an estimated fuel savings of approximately 18 tons per day or $6,300 per vessel per day for each of our 21 "eco" VLCC newbuildings over conventional VLCCs, based on an assumed bunker price of $350/ton and operation at an assumed average speed of 12 knots.

Our fleet is employed worldwide. Approximately 78% of our total fleet carrying capacity based on DWT, including newbuildings, is focused on VLCC vessels. We are seeing an increase in trip length and ton-miles in the tanker market due to shifting trade patterns and believe that VLCC vessels are uniquely positioned to benefit from such increase and provide operational benefits due to economies of scale.

¹: Reflects the contractually-guaranteed minimum DWT of newbuilding vessels.

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We seek to maximize long-term cash flow, taking into account current freight rates in the market and our own views on the direction of those rates in the future. Historically our spot and charter exposures have varied as we continually evaluate our charter employment strategy and the trade-off between shorter spot voyages and longer-term charters. We believe our current vessel employment mix positions us well to benefit from increases in earnings due to an improving tanker market. For the quarter ended March 31, 2015, we had approximately 91% of our vessel operating days exposed to the short-term charter market, mostly via employment in pools.

Pools generally consist of a number of vessels that may be owned by a number of different ship owners which operate as a single marketing entity in an effort to produce freight efficiencies. Pools typically employ experienced commercial charterers and operators who have close working relationships with customers and brokers, while technical management is typically the responsibility of each ship owner. We believe that pool participation optimizes various operational efficiencies including improving the potential to monetize freight spikes, greater flexibility of voyage planning and fleet positioning, and reduction of waiting times. In addition to these competitive advantages, pool participation provides us with greater access to key market dynamics and information. As of March 31, 2015, five of our VLCC vessels and 10 of our Suezmax vessels were employed in pools. We intend to contribute all of our spot VLCC, Suezmax and Aframax vessels into pools managed by the Navig8 Group, as described in greater detail below.

Gener8 and the Navig8 Group maintain strong relationships with high quality customers, including Unipec, Saudi Aramco, BP, Shell, S-Oil, Exxon, Chevron, Repsol, Valero, Petrobras and Clearlake, either directly or through pooling arrangements. We intend to transition the employment of all of our spot VLCC, Suezmax and Aframax vessels to existing Navig8 Group commercial crude tanker pools. Assuming all of our newbuild VLCCs and our existing spot VLCC, Suezmax and Aframax vessels are employed in the VL8, Suez8 and V8 pools, Navig8 Group's VL8 pool will manage a fleet of 47 vessels, the Suez8 pool will manage 20 vessels and the V8 pool will manage 28 vessels. ² Based on the current estimated size of other VLCC pools this would position the VL8 pool as the largest global manager of VLCCs. We believe this substantial scale among global tanker pools will provide both Gener8 and these pools with freight optimization and cost benefits through economies of scale, as well as greater access to key market dynamics and information. Navig8 Group, in its management of its established crude tanker pools, has historically demonstrated the ability to outperform the market. Since its inception in January 2011 through December 31, 2014, the VL8 pool has outperformed the average industry wide TCE VLCC earnings during this period as estimated by Drewry ³ by approximately 38%. Additionally, we expect the new Gener8 "eco" vessels contributed to the pool will be able to earn higher returns relative to older, non-eco vessels that may be contributed, as fuel consumption is a significant determinant of pool earnings distributed to shipowners.

Our New York City-based executive management team includes executives with extensive experience in the shipping industry who have a long track record of managing the commercial, technical and financial aspects of our business. Our three most senior executives have worked together for over 14 years and since General Maritime's inception have overseen purchases of 59 vessels for an aggregate purchase price of over $3.0 billion. Our Chairman and Chief Executive Officer, Peter C. Georgiopoulos, has over 25 years of maritime experience, is currently Chairman of companies with an aggregate ownership of over 150 vessels, and has taken public four companies on U.S. exchanges across different shipping segments. Our Chief Operating Officer, John P. Tavlarios, possesses extensive knowledge and experience regarding our history and operations and the shipping and international oil

²: Based on size of VL8, Suez8 and V8 pools as of June 7, 2015. Assumed contribution of our existing VLCC and Suezmax vessels excludes two VLCCs and one Suezmax with time charters expiring in January 2016, February 2016 and July 2015, respectively that may be subsequently added to the VL8 or Suez8 pools on spot employment.
³: Based on an average of the estimated TCE VLCC earnings during this period for the following three routes: (i) from the Arabian Gulf to Japan, (ii) from the Arabian Gulf to Northern Europe and (iii) from West Africa to the U.S. Eastern Seaboard.

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industry. Our Chief Financial Officer and Executive Vice President, Leonard Vrondissis, has over 15 years of banking, capital markets and shipping experience and has fostered Gener8's strong relationships with its debt and equity providers, which have invested and loaned over $5.2 billion to Gener8 since 2001.

Our Strategic Management Committee is expected to consist of Messrs. Georgiopoulos, Tavlarios and Vrondissis as well as Gary Brocklesby and Nicolas Busch, Navig8 Crude's former senior executives, who also are expected to serve as consultants to the Board; Mr. Busch also serves as a member of our Board. Messrs. Brocklesby and Busch each has over 15 years of industry experience and are responsible for all aspects of the Navig8 Group's operations. Their experience derives from prior executive roles coordinating ship management for commodity trading at Glencore, as well as their successful creation of the Navig8 Group, where they oversee management of over 300 vessels across Navig8 Group's commercial pools. Beyond experience, our history in ship management and our strategic commercial management relationship with the Navig8 Group allow greater access to market trends and information. We believe this relationship will drive better-informed decision-making both on employment of vessels and timing of vessel acquisitions and disposals.

We believe our breadth of management experience and demonstrated track record will allow us to continue executing our growth strategy and to deliver returns to shareholders. In executing our strategy, our practice is to acquire or dispose of secondhand vessels, newbuilding contracts, or shipping companies while focusing on maximizing shareholder value and returning capital to shareholders when appropriate.

As of March 31, 2015, our total outstanding long term debt was $794.7 million (of which $12.1 million is due within one year), including $656.2 million in principal amount outstanding under our senior secured credit facilities and $138.5 million of indebtedness under our senior unsecured notes.

For the three months ended March 31, 2015 and 2014, and the years ended December 31, 2014 and 2013, we generated operating income of $38.7 million and $14.8 million and operating losses of $17.4 million and $66.9 million, respectively, and net income of $30.9 million and $7.5 million and net losses of $47.1 million and $101.1 million, respectively.

We are incorporated under the laws of the Republic of the Marshall Islands. We maintain our principal executive offices at 299 Park Avenue, New York, New York 10171. Our telephone number at that address is (212) 763-5600. Our website is located at www.gener8maritime.com. Information on our website is not part of this prospectus.

Export Credit Facilities

We are seeking to enter into two new credit facilities, which we refer to as the "Korean Export Credit Facility" and the "Chinese Export Credit Facility" and, collectively, the "Export Credit Facilities," to fund a portion of the remaining installment payments due under the shipbuilding contracts for our 21 VLCC newbuildings, and in connection therewith we have received non-binding letters of intent from Korea Trade Insurance Corporation, which we refer to as the "K-sure Letter of Intent," from The Export-Import Bank of Korea, which we refer to as the "Korea Eximbank Letter of Intent," and from China Export & Credit Insurance Corporation, which we refer to as the "Sinosure Letter of Intent." We refer to all three letters of intent collectively as the "Letters of Intent." Pursuant to the K-sure Letter of Intent, Korea Trade Insurance Corporation expressed interest in insuring a portion of the $1,007 million Korean Export Credit Facility. Pursuant to the Korea Eximbank Letter of Intent, the Export-Import Bank of Korea expressed interest in loaning and/or guaranteeing a portion of the Korean Export Facility, in an amount of up to $353 million. Pursuant to the Sinosure Letter of Intent, the Chinese Export & Credit Insurance Corporation expressed interest in providing export credit insurance support for a portion of the $397 million Chinese Export Credit Facility. We expect

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that under the definitive documentation for the Export Credit Facilities, at or around the time of delivery of each of our 21 VLCC buildings, an amount equal to the lower of (i) 65% of the final contract price of such VLCC newbuilding and (ii) 60% of the fair market value of such VLCC newbuilding tested at or around the time of delivery of such VLCC newbuilding will be available to be drawn under the applicable Export Credit Facility.

We expect that under the definitive documentation for the Export Credit Facilities certain of our subsidiaries would be the borrowers under the Export Credit Facilities, which we expect would be guaranteed by us and certain of our vessel-owning subsidiaries and secured by a pledge of the equity interests issued by such vessel-owning subsidiaries and a pledge by such vessel-owning subsidiaries of substantially all their assets, including first priority mortgages on the 21 VLCC newbuilding vessels. We expect that under the definitive documentation for the Export Credit Facilities the Export Credit Facilities would bear interest at LIBOR plus an applicable margin to be agreed to by the lenders, and the first repayment date of each vessel loan would commence no later than six months after the drawdown of a loan for the first vessel or a date falling at three monthly intervals thereafter, with a harmonization mechanism between the repayment dates for all vessel loans to be incorporated in the definitive documentation for the Export Credit Facilities. We expect the amortization profile of the Export Credit Facilities to be between 12 to 15 years.

We expect that the definitive documentation for the Export Credit Facilities would include a collateral maintenance covenant and certain financial covenants. The Export Credit Facilities would also include a number of other customary covenants, including covenants relating to delivery of quarterly and annual financial statements, budgets and annual projections; maintenance of required insurances; maintenance of a debt service reserve account; limitations on mergers, sale of assets; limitations on liens; limitations on transactions with affiliates; limitations on restricted payments; maintenance of flag and class of collateral vessels; and other customary covenants and related provisions. In addition, we expect that the definitive documentation for the Export Credit Facilities would include customary events of default and remedies for credit facilities of this nature, subject to customary cure periods for credit facilities of this nature.

The Letters of Intent are non-binding and the Export Credit Facilities will be subject to definitive documentation and customary closing conditions; accordingly, no assurance can be given that the Export Credit Facilities will be procured on terms favorable to us, including the amount available to be borrowed, described above, or at all. See " Risk Factors—We cannot assure you that we will enter into new credit facilities or that if we do so that we will be able to borrow all or any of the amounts committed thereunder. "

In the event that we are unable to enter into or borrow under the Export Credit Facilities, our ability to fund amounts owed on newbuilding commitments will be materially adversely affected. See " Risk Factors—We do not currently have debt or other financing committed to fund a significant portion of our VLCC newbuildings and we may be liable for damages if we breach our obligations under the VLCC shipbuilding contracts. "

Refinancing Facility

We are seeking to enter into a new credit facility, which we refer to as the "Refinancing Facility", to refinance all our existing indebtedness pursuant to the senior secured credit facilities. We expect that under the definitive documentation for the Refinancing Facility, the loans will be available to be drawn on the closing date and such loans shall not exceed the lesser of (i) $581 million and (ii) 60% of the fair market value of our 25 vessels on the water. We expect this calculation to result in a $570 million loan based on our most recent fleet valuations. ⁴

⁴: Based on most recent valuations (as of May 2015) of our operating vessels submitted to our lenders for covenant compliance purposes under our senior secured credit facilities and third-party appraisals of our VLCC newbuildings (as of May 2015). See " Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Vessels and Depreciation" for further information on the valuations of our operating vessels.

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We expect that under the definitive documentation for the Refinancing Facility certain of our subsidiaries would be the borrowers under the Refinancing Facility, which we expect would be guaranteed by us and certain of our vessel owning subsidiaries and secured by a pledge of the equity interests issued by such vessel owning subsidiaries and a pledge by such vessel owning subsidiaries of substantially all their assets, including first priority mortgages on our 25 vessels on the water. We expect that under the definitive documentation for the Refinancing Facility, the Refinancing Facility would bear interest at LIBOR plus an applicable margin to be agreed to by the lenders with the first repayment date commencing at the end of the first full fiscal quarter after the closing date.

We expect that the definitive documentation for the Refinancing Facility would include a collateral maintenance covenant and certain financial covenants. The Refinancing Facility is also expected to include a number of other customary covenants, including covenants relating to delivery of quarterly and annual financial statements, budgets and annual projections; maintenance of required insurances; maintenance of a debt service reserve account; limitations on mergers, sale of assets; limitations on liens; limitations on transactions with affiliates; limitations on restricted payments; maintenance of flag and class of collateral vessels; and other customary covenants and related provisions. In addition, we expect that the definitive documentation for the Refinancing Facility would include customary events of default and remedies for credit facilities of this nature, subject to customary cure periods for credit facilities of this nature.

The Refinancing Facility will be subject to definitive documentation and customary closing conditions; accordingly, no assurance can be given that the Refinancing Facility will be procured on terms favorable to us, including the amount available to be borrowed, described above, or at all. See " Risk Factors—We cannot assure you that we will enter into new credit facilities or that if we do so that we will be able to borrow all or any of the amounts committed thereunder. "

In the event that we are unable to enter into or borrow under the Refinancing Facility, our ability to fund amounts owed on newbuilding commitments will be materially adversely affected. See " Risk Factors—We do not currently have debt or other financing committed to fund a significant portion of our VLCC newbuildings and we may be liable for damages if we breach our obligations under the VLCC shipbuilding contracts. "

Business Opportunities

We believe that the following industry dynamics create attractive opportunities for us to execute our strategy successfully:

Increasing freight rates offer opportunities for higher spot vessel earnings and vessel values. As a result of the continued demand growth, longer voyage distances and moderate growth in vessel supply discussed below, time charter equivalent rates have increased over the past two quarters, and Gener8 intends to employ its fleet to capture this market opportunity as efficiently as possible. Market VLCC TCE rates per day averaged $60,400 during the three months ended March 31, 2015, significantly improving from both the average rate of $25,283 in 2014 and the 10 year average of $42,565 through December 31, 2014. The improvement in freight rates and a generally more positive market sentiment have also had a positive impact on newbuilding and secondhand vessel values. For example, in March 2015, a five-year-old VLCC was valued at $81 million, equivalent to an increase of 11% compared to March 2014. However, secondhand tanker values remain below long-term averages, and we believe at current levels they still offer an attractive opportunity for further expansion through consolidation.

Continued growth in crude oil demand. Oil accounts for approximately one-third of global energy consumption, and global demand has increased steadily over the past 15 years. The demand for crude oil grew to 92.5mm barrels per day in 2014, up 0.9% from 2013 and 2.7% from 2012, with consumption expected to reach 93.6mm barrels per day by the end of 2015. Developing countries, especially in Asia, have played a significant and growing role in the expansion of demand, with non-OECD countries

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experiencing annualized growth of 3.6% from 2004-2014, versus a modest decline of 0.8% for OECD countries. Asia, and in particular China, has seen the most rapid rise, with an annual growth rate of 5.0% over the same period. As many developing countries with increasing demand for oil do not have sufficient domestic resources, crude imports by these countries are poised to continue to increase, supporting demand for crude oil tankers. For example, from 2004 to 2014, Chinese crude oil imports increased by a compound annualized growth rate, or "CAGR," of 9.6%. Furthermore, per capita oil consumption in emerging economies, particularly China, is significantly lower than the U.S. and global averages, and as additional industrialization occurs, rising per capita consumption in these regions would further support oil trade growth. We believe that with the delivery of our newbuilds, our VLCC fleet will be larger than any owned currently by a U.S. publicly-listed shipping company and will be one of the top five non-state owned VLCC fleets worldwide based on current estimated fleet sizes, and our expected participation in the pools of the world's largest fully-integrated commercial ship manager further enhances our scale and competitive advantage in the transportation of crude oil.

Shifting supply and demand patterns driving increased ton-miles. The demand for crude tankers, expressed in terms of ton miles, grew by CAGR of 1.3% from 2004 to 2014, twice the rate of crude oil seaborne trade growth, primarily due to the incremental demand coming from further distances from crude supply. The crude oil trade routes experiencing the highest growth over the last ten years are also some of the longest in round-trip miles. For example, West Africa to China (approximately 80 day round-trip) and South America to China (approximately 115 day round-trip) are newer long-distance routes and have seen significant demand growth over the past ten years. These routes are served predominantly by VLCC tankers, and we are an industry-leading operator of that vessel class. Ultimately, increased voyage distances result in a requirement for more vessels to transport an equivalent amount of oil and are most economically served by the larger vessels, such as VLCCs.

Declining tanker orderbook and increased scrapping underpin limited growth in global tanker supply. As of March 2015, the total current global crude tanker orderbook as a percentage of the on-the-water fleet was 14.3%, versus 50% in 2008, due to lower levels of ordering combined with cancellations. Historically, absolute orderbook levels have overstated the pace of fleet growth, as vessels not delivered as scheduled ranged from 28% to 46% of the total orderbook per year for the last five years. Additionally, scrapping rates are keeping pace with actual deliveries such that net supply growth was 0.9% in 2014, the lowest annual increase in over a decade. The number of VLCC, Suezmax and Aframax tankers currently on the water aged 15 years or older range from 18-20% of these vessel categories, and these older vessels could become candidates for scrapping as more modern tonnage delivers due to oil companies demanding younger vessels. We believe this backdrop is supportive of a strong charter rate environment for the tanker sector overall. Furthermore, we believe our fleet is well-positioned in all market environments given our relatively young fleet, which when fully delivered will have an average age on a market-value weighted basis of 4.8 years ⁵ and a non-weighted average age of 8.1 years. Our current fleet's non-weighted average age is 10.9 years.

Attractive dynamics for sector consolidation. The crude tanker industry is highly fragmented with approximately 330 owners, and 83% of owners owning fewer than 10 vessels as of March 2015. Many smaller operators could benefit from improved economies of scale both in operations and regulatory compliance through consolidation with larger and better-capitalized companies, which are generally preferred by the oil majors. As of March 31, 2015, the top ten crude tanker operators globally have 337 vessels and 97.5 million DWT of combined carrying capacity, including ships on order, which represents 24.4% of total existing and to be delivered tanker capacity as of March 31, 2015. Members that we expect to comprise our Strategic Management Committee have extensive experience in the sales and

⁵: Based on most recent valuations (as of May 2015) of our operating vessels submitted to our lenders for covenant compliance purposes under our senior secured credit facilities and third-party appraisals of our VLCC newbuildings (as of May 2015). See " Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Vessels and Depreciation " for further information on the valuations of our operating vessels.

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purchase markets, with transactions including General Maritime's acquisition of Arlington Tankers in 2008 and Metrostar Tankers in 2003 and 2010. Our acquisition of the VLCC newbuildings highlights our ability to continuously adapt to tanker market opportunities and to be an effective and proactive consolidator when an accretive opportunity presents itself. Additionally, further consolidation of commercial management of vessels into pools can serve to enhance earnings potential through increased utilization, which we expect to achieve through the scale and reach of the Navig8 Group's pools.

We can provide no assurance, however, that the industry dynamics described above will continue or that we will be able to capitalize on such opportunities.

Our Competitive Strengths

We believe that we possess a number of competitive strengths, including:

Significant built-in growth from 21 "eco" VLCC newbuildings. We believe that following the delivery of our newbuildings our VLCC fleet will be larger than any owned currently by a U.S. publicly-listed shipping company and will be one of the top five non-state owned fleets worldwide based on current estimated fleet sizes. Additionally, we believe our VLCC newbuildings provide the basis for significant growth in our earnings and cash flow as they deliver. As of June 7, 2015, we have $1,436.3 million of remaining installment payments in respect of our VLCC newbuildings, of which we plan to fund a majority through secured debt, leveraging our strong relationships with our lenders. Delivery of these vessels will more than double the DWT capacity of our fleet as compared to March 31, 2015.

High-quality, versatile and young "eco" fleet. We own a fleet of 46 tankers, including 21 VLCC newbuildings. Upon the delivery of our newbuildings, the market value-weighted ⁶ average age of our fleet will be reduced to 4.9 years and a non-weighted average age of 8.2 years, making our fleet one of the youngest owned by U.S. publicly-listed crude tanker companies based on current orders. Our current fleet's non-weighted average age is 10.9 years. Our 21 "eco" design VLCC newbuildings incorporate many of the latest technological improvements designed to optimize speed and fuel consumption and reduce emissions, such as more fuel-efficient engines, and propellers and hull forms for decreased water resistance. These enhancements are expected to result in an estimated fuel savings of approximately 18 tons per day or $6,300 per vessel per day for each of our 21 "eco" VLCC newbuildings over conventional VLCCs, based on an assumed bunker price of $350/ton and operation at an assumed average speed of 12 knots. The vessels in our fleet were or are being built at highly reputable shipyards and are maintained to high standards that comply with the rigorous and comprehensive vetting processes of oil majors. Our diverse crude tanker fleet, with vessel sizes ranging from 70,000 DWT to 300,000+ DWT, provides us with the flexibility to strategically deploy our assets across a wide range of trade routes used for crude oil transportation. We believe that operating a scalable, versatile and high-quality fleet provides us with competitive advantages in securing favorable vessel employment, reducing operating costs and improving vessel utilization.

Vessel employment strategy well positioned to capture upside from the improving tanker market. We believe the continued increase in global oil demand and changes in oil trade patterns are driving an increase in crude oil ton-miles. These factors, combined with low near-term net fleet growth, are expected to result in an increase in daily charter rates, which has historically been correlated with an increase in asset values. We employ our vessels to maximize fleet utilization and earnings potential through pool agreements, spot market related employment, and time charters. We seek to maximize

⁶: Based on most recent valuations (as of May 2015) of our operating vessels submitted to our lenders for covenant compliance purposes under our senior secured credit facilities and third-party appraisals of our VLCC newbuildings (as of May 2015). See " Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Vessels and Depreciation " for further information on the valuations of our operating vessels.

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long-term cash flow, taking into account fluctuations in freight rates in the market and our own views on the direction of those rates in the future. As of June 7, 2015, 22 of our 25 vessels were, directly or through spot market focused pools, employed in the spot market. While we believe that our vessel employment strategy allows us to capitalize on opportunities in an environment of increasing rates by maximizing our exposure to the spot market, our vessels operating in the spot market may be subject to market downturns and adversely affected to the extent spot market rates decline. We intend to employ a majority of our vessels in the Navig8 Group's crude tanker pools, specifically the VL8, Suez8 and V8 pools. In addition, pursuant to a non-binding term sheet between us and Navig8 Limited, or the "Navig8 non-binding term sheet" and subject to reaching mutually agreeable terms, we expect to receive the right to a 15% share of the revenue of the commercial manager of the Suez8 pool and the right to at least a 10% (and as much as a 15%) share of the revenue of the commercial manager of the VL8 pool, in each case as a percentage of revenue remaining after deducting $150,000 per annum for each vessel time chartered by any participant into the applicable pool. These pools seek to maximize participant returns by employing the vessels into what we believe are improving spot market conditions. Though we believe the tanker market is poised for a recovery, we also seek to manage spot market exposure by entering into fixed rate time charters. We currently have two VLCCs and one Suezmax on fixed rate time charters (expiring in January 2016, February 2016 and July 2015, respectively). We may enter into additional time charters if the prevailing rates meet our return criteria or to manage freight market risk. We continuously monitor the spot and time charter rates in the tanker market and have flexibility in our fleet deployment to shift a significant portion of our vessels to longer duration charters.

Strong commercial platform, enhanced by our strategic relationship with the Navig8 Group. Gener8 and the Navig8 Group maintain strong relationships with high quality customers throughout their histories, including Unipec, Saudi Aramco, BP, Shell, S-Oil, Exxon, Chevron, Repsol, Valero, Petrobras and Clearlake, either directly or through pooling arrangements. We intend to transition the employment of all of our spot VLCC, Suezmax and Aframax vessels to existing Navig8 Group commercial crude tanker pools. Assuming all of our newbuild VLCCs and our existing spot VLCC, Suezmax and Aframax vessels are employed in the VL8 and Suez8 pools, Navig8 Group's VL8 pool will manage a fleet of 47 vessels, the Suez8 pool will manage 20 vessels and the V8 pool will manage 28 vessels. ⁷ Based on the current estimated size of other VLCC pools, this would position the VL8 pool as the largest global manager of VLCCs. We believe this substantial scale among global tanker pools will provide both Gener8 and these pools with freight optimization and cost benefits through economies of scale, as well as greater access to key market dynamics and information.

U.S.-based management team and consultants with extensive experience in the shipping industry. Our New York City-based executive management team and the two consultants we expect to retain include executives with extensive experience in the shipping industry who have a long track record of managing the commercial, technical and financial aspects of our business. Our three most senior executives have worked together for over 14 years. Our Chairman and Chief Executive Officer, Peter C. Georgiopoulos, has over 25 years of maritime experience, is currently Chairman of companies with an aggregate ownership of over 150 vessels, and has taken public four companies on U.S. exchanges across different shipping segments. Our Chief Operating Officer, John P. Tavlarios, possesses extensive knowledge and experience regarding our history and operations and the shipping and international oil industry. Our Chief Financial Officer and Executive Vice President, Leonard Vrondissis, has over 14 years of banking, capital markets and shipping experience. Our Strategic Management Committee is expected to consist of Messrs. Georgiopoulos, Tavlarios and Vrondissis, as well as Gary Brocklesby and Nicolas Busch, Navig8 Crude's former senior executives, who also are expected to serve as consultants to the

⁷: Based on size of VL8, Suez8 and V8 pools as of June 7, 2015. Assumed contribution of our existing VLCC and Suezmax vessels excludes two VLCCs and one Suezmax with time charters expiring in January 2016, February 2016 and July 2015, respectively that may be subsequently added to the VL8 or Suez8 pools on spot employment.

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Board; Mr. Busch also serves as a member of our Board. Messrs. Brocklesby and Busch each has over 15 years of experience and are responsible for all aspects of the Navig8 Group's operations. Their experience derives from prior executive roles coordinating ship management for commodity trading at Glencore, as well as their successful creation of the Navig8 Group, where they oversee management of over 300 vessels across Navig8 Group's commercial pools. Beyond experience, our history in ship management and strategic commercial management relationship with the Navig8 Group allows greater access to market trends and information. We believe this relationship will drive better-informed decision-making both on employment of vessels and timing of vessel acquisitions and disposals. Overall, we believe this breadth of management experience and demonstrated track record will allow us to continue executing our growth strategy.

High quality, cost-efficient operations. We outsource the technical management of our fleet to third-party independent technical managers while maintaining an in-house staff who are responsible for overseeing the third-party managers. We believe that this approach results in a cost structure that is highly competitive with the market, while allowing us to maintain our rigorous operational standards. Our management team actively monitors and controls vessel operating expenses and the quality of service that our technical managers provide. Furthermore, many of the vessels in our fleet are "sister ships," which provide us with operational and scheduling flexibility, as well as economies of scale, in their operation and maintenance.

Strong liquidity and financial flexibility. Upon consummation of this offering, we believe we will be well-capitalized, with a strong balance sheet to support growth of our business through various charter rate environments. We expect to leverage our strong relationships with our lenders to obtain secured debt to fund the majority of the $1,436.3 million of remaining installment payments in respect of our VLCC newbuildings as of June 7, 2015. We may use a portion of the proceeds of this offering to help fund any remaining payments after giving effect to such anticipated secured debt financing. We believe our balance sheet strength will help position us to capitalize on potential vessel consolidation opportunities as they become available.

Our Business Strategy

Our strategy is to leverage our competitive strengths to enhance our position within the industry and maximize long-term shareholder returns. Our strategic initiatives include:

Optimize our vessel deployment to maximize shareholder returns. We seek to employ our vessels in a manner that maximizes fleet utilization and earnings upside through our chartering strategy in line with our goal of maximizing shareholder value and returning capital to shareholders when appropriate. Based on our expectation of continued improvement in the crude tanker market, we expect to continue to employ our vessels primarily on spot market related employment to capture upside potential. We believe our strategic commercial management relationship with Navig8 Group and participation in Navig8 Group's pools will provide us with unique benefits, including access to both scale and superior utilization, versus the broader market. We believe these pools will allow us to capture additional opportunities as they become available. Our management actively monitors market conditions and changes in charter rates to seek to achieve optimal vessel deployment for our fleet.

Maintain cost-efficient operations. We outsource the technical management of our fleet to experienced third-party managers who have specific teams dedicated to our vessels. We believe the technical management cost at third-party managers is lower than what we could achieve by performing the function in-house. We will continue to aggressively manage our operating and maintenance costs and quality by actively overseeing the activities of the third-party technical managers and by monitoring and controlling vessel operating expenses they incur on our behalf.

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Operate a young, high-quality fleet and continue to safely and effectively serve our customers. Our fully-delivered fleet will have a market-value weighted average age of 4.8 years and a non-weighted average age of 8.1 years, which we believe will be among the youngest crude tanker fleets in the industry ⁸ . Our current fleet's non-weighted average age is 10.9 years. We intend to maintain a high-quality fleet that meets or exceeds stringent industry standards and complies with charterer requirements through our technical managers' rigorous and comprehensive maintenance programs under our active oversight. Our fleet has a strong safety and environmental record that we maintain through regular maintenance and inspection. We believe that, when delivered, the "eco" design of our 21 VLCC newbuildings, as well as the extensive experience from our technical managers and our in-house oversight team, will enhance our position as a preferred provider to oil major customers.

Continue to opportunistically engage in acquisitions or disposals to maximize shareholder value. Our practice is to acquire or dispose of secondhand vessels, newbuilding contracts, or shipping companies while focusing on maximizing shareholder value and returning capital to shareholders when appropriate. Our executive management team and the persons who are expected to comprise the Strategic Management Committee have a demonstrated track record in sourcing and executing acquisitions and disposals at attractive points in the cycle and financings. We are continuously and actively monitoring the market in an effort to take advantage of growth opportunities. We believe that the demand created by changing oil trade pattern distances is most significant in the VLCC sector as those ships are directed largely to long-haul trade routes to China. Consistent with our strategy, we purchased 21 "eco" design VLCC newbuildings with scheduled deliveries during the period from August 2015 to February 2017.

Actively manage capital structure and return capital to shareholders when appropriate. We believe that we have access to multiple financing sources, including banks and the capital markets. We expect to leverage our strong relationships with our lenders to obtain secured debt to fund the majority of the $1,436.3 million of remaining installment payments in respect of our VLCC newbuildings as of June 7, 2015. We intend to manage our capital structure by actively monitoring our leverage level with changing market conditions and returning capital to shareholders when appropriate.

Our Common Shares

Immediately prior to the consummation of this offering, our outstanding common shares consist of 64,990,335 shares of common stock. In addition, we expect that in connection with the pricing of this offering we will grant 1.7 million restricted stock units, or "RSUs," to members of our management team, subject to vesting and delivery in accordance with their terms. See " Executive Compensation—2012 Equity Incentive Plan " for further information regarding these expected grants.

On May 7, 2015, in connection with the filing of our Third Amended and Restated Articles of Incorporation, all of our Class A shares and Class B shares were converted on a one-to-one basis to a single class of common stock.

At the closing of the 2015 merger on May 7, 2015, we issued 31,233,170 shares of our common stock into a trust account for the benefit of Navig8 Crude's former shareholders. Since we may be required to adjust the proportion of cash and stock as merger consideration depending on whether Navig8 Crude's former shareholders are permitted to receive shares as consideration for the 2015 merger, the number of our shares outstanding is subject to change. Throughout this prospectus, references to the number of common shares outstanding or issued, or to percentages thereof, prior to, as of and following the consummation of this offering, and references to the number of shares issued in connection with the 2015 merger, assume, unless otherwise indicated by context, that 99% of Navig8 Crude's former shareholders, including Avenue, Bluemountain, BlackRock, Monarch and Navig8

⁸: Based on most recent valuations (as of May 27, 2015) of our operating vessels submitted to our lenders for covenant compliance purposes under our senior secured credit facilities and third-party appraisals of our VLCC newbuildings received on April 16, 2015. See " Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Vessels and Depreciation " for further information on the valuations of our operating vessels.

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Limited, receive our shares as merger consideration and the remaining 1% receive cash. However, references to the number of record shareholders exclude shares not yet issued to Navig8 Crude's former shareholders. For information regarding the shares of our common stock issued in connection with the 2015 merger, see " Business—2015 Merger ."

References to the number of common shares outstanding or issued, or to percentages thereof, as of and following the consummation of this offering also assume, unless otherwise indicated by context, that the underwriters do not exercise any portion of their over-allotment option. Such references exclude any RSUs expected to be granted in connection with the pricing of this offering. See " Executive Compensation—2012 Equity Incentive Plan " for further information regarding these expected RSU grants.

Our Shareholders

Our large shareholders include Oaktree, BlueMountain, Avenue, Aurora, Monarch, BlackRock, and Navig8 Limited, or their investment entities or respective affiliates, which, upon completion of this offering, are expected to own %, %, %, %, %, % and % of our common shares respectively (or %, %, %, %, %, % and % of our common shares respectively if the underwriters exercise their over-allotment option in full). Please see " Principal Shareholders " for more information regarding our share ownership following this offering. In this prospectus, "Oaktree" refers to Oaktree Capital Management L.P. and/or one or more of its investment entities and the funds managed by it, "BlueMountain" refers to BlueMountain Capital Management, LLC and/or one or more of its investment entities, "BlackRock" refers to BlackRock, Inc. and/or one or more of its investment entities, "Aurora" refers to Aurora Resurgence Capital Partners II LLC, Aurora Resurgence Advisors II LLC and/or one or more of their investment entities or affiliates, "Avenue" refers to Avenue Capital Group and/or one or more of its funds or managed accounts, and "Monarch" refers to Monarch Alternative Capital LP and/or one or more of its affiliates. See " Principal Shareholders " for more details on these shareholders.

In connection with the closing of the 2015 merger, we entered into a shareholders agreement with certain shareholders who held at least 5% of the outstanding shares of our common stock upon consummation of the 2015 merger. This shareholders agreement, which we refer to as the "2015 shareholders agreement," sets forth certain understandings and agreements with respect to certain corporate governance matters, including (i) fixing the number of directors serving on Gener8 Maritime's board of directors at seven, (ii) obligating certain shareholders to vote their shares to support the election of certain directors, including directors designated by certain other shareholders, (iii) creating a Strategic Management Committee and appointing the members thereof and (iv) creating a compensation committee and appointing directors thereto. While the 2015 shareholders agreement terminates upon consummation of this offering, each of the directors immediately prior to the consummation of this offering is entitled under the 2015 shareholders agreement to be offered the opportunity to continue to serve as a director following the consummation of this offering provided that, in the case of a director who is a shareholder designee, such director is considered independent and that the designating shareholder responsible for such director's appointment will own at least five percent of our outstanding common shares following consummation of this offering.

Additionally, in connection with the closing of the 2015 merger, we entered into a Second Amended and Restated Registration Rights Agreement which provides that certain shareholders will be entitled to demand a certain number of long-form registrations and short-form registrations of all or part of their registrable securities. We refer to this agreement as the "2015 registration rights agreement."

Upon the completion of this offering, Navig8 Limited is expected to own % of our common shares (or % of our common shares if the underwriters exercise their over-allotment option in full), and we have certain agreements with members of the Navig8 Group that were entered into prior to the 2015 merger. Nicolas Busch, a member of our Board, and who is also expected to serve as a

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consultant to our Board and member of the Strategic Management Committee, and Gary Brocklesby, who is expected to serve as a consultant to our Board and a member of the Strategic Management Committee, are each directors and minority beneficial owners of Navig8 Limited. See " Risk Factors—See Certain affiliations may result in conflicts of interest between us and the former executives and managers of Navig8 Crude Tankers, Inc., all of which are affiliates of the Navig8 Group. "

For more information on the Strategic Management Committee, the 2015 shareholders agreement, the 2015 registration rights agreement, and our agreements with affiliates of Navig8 Limited and the rights of our shareholders thereunder, see " Management—Our Strategic Management Committee," " Related Party Transactions—2015 Merger Related Transactions—2015 Shareholders Agreement, " " Related Party Transactions—2015 Merger Related Transactions—2015 Registration Rights Agreement, " " Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc. " and " Shares Eligible for Future Sale—Registration Rights ."

Our Dividend Policy

We have not declared or paid any dividends since the fourth quarter of 2010. Moreover, pursuant to restrictions under our debt instruments, we are currently prohibited from paying dividends. We currently intend to retain future earnings, if any, for use in the operation and expansion of our business. We may, however, adopt in the future a policy to pay cash dividends, taking into account any restrictions under our indebtedness. Please see " Our Dividend Policy " below for additional information regarding our dividend policy.

Risk Factors

We face a number of risks associated with our business and industry. These risks include the following, among others:

•: charter values, counterparty risks and customer relations;
•: changes in economic and competitive conditions affecting our business, including cyclicality, market fluctuations in charter rates, transportation patterns, charterers' abilities to perform under existing charters and exchange rate fluctuations;
•: changes in the market value of our vessels;
•: changing political and governmental conditions affecting our industry and business;
•: risks related to war, terrorism and piracy;
•: potential liability from future litigation and potential costs due to environmental damage and vessel incidents;
•: dependence on third-party commercial and technical managers;
•: risks related to the financing, construction and operation of our newbuilding vessels, including risks of delay, cost overruns and cancellation of our newbuilding contracts and risks that our newbuildings will not provide the fuel consumption savings that we expect or that we will fail to fully realize any fuel efficiency benefits of our newbuildings;
•: risks related to the purchase and operation of secondhand vessels;
•: significant exposure to spot charters either directly or through pools which operate primarily in the spot market;
•: a history of operations which includes periods of operating and net losses and a Chapter 11 bankruptcy reorganization;
•: the length and number of off-hire periods;
•: risks related to dependence on our management and potential conflicts of interest;

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•: risks related to our liquidity, level of indebtedness, operating expenses, capital expenditures and financing;
•: the substantial percentage ownership of our common shares by Oaktree, BlueMountain, Avenue, Aurora, Monarch, BlackRock, and Navig8 Limited, and their ability to exert influence over us; and
•: the impact of any election we may make to take advantage of certain exemptions applicable to emerging growth companies.

This is not a comprehensive list of risks to which we are subject, and you should carefully consider all the information in this prospectus prior to investing in our common shares. In particular, we urge you to carefully consider the risk factors set forth in the section of this prospectus entitled "Risk Factors" beginning on page 20.

Implications of Being an Emerging Growth Company

As a company with less than $1 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart our Business Startups Act of 2012, or the "JOBS Act." An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company,

•: we may present only two years of audited financial statements and only two years of related Management's Discussion & Analysis of Financial Condition and Results of Operations, or MD&A;
•: we are exempt from the requirement to obtain an attestation report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
•: we are permitted to provide less extensive disclosure about our executive compensation arrangements; and
•: we are not required to give our shareholders non-binding votes on executive compensation or "golden parachute" arrangements.

We may take advantage of these provisions for up to five full fiscal years or such earlier time that we are no longer an emerging growth company. We may choose to take advantage of some but not all of these reduced burdens. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, have more than $700 million in market value of our common shares held by non-affiliates, or issue more than $1 billion of non-convertible debt over a three-year period.

Additionally, although the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, we have irrevocably elected not to avail ourselves of this exemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

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The Offering


Common shares outstanding		64,990,335 common shares
Common shares to be offered		common shares
Option to purchase additional shares		We have granted the underwriters a 30-day option to purchase from us up to an additional common shares to cover over-allotment.
Common shares to be outstanding immediately after this offering assuming no exercise of underwriters' over-allotment option		common shares, excluding any RSUs expected to be granted in connection with the pricing of this offering. See " Executive Compensation—2012 Equity Incentive Plan " for further information regarding these expected grants.
assuming full exercise of underwriters' over-allotment option		common shares
Use of proceeds		We estimate that the net proceeds to us from this offering will be approximately $ million after deducting underwriting discounts and commissions and estimated expenses payable by us, or approximately $ million if the underwriters exercise in full their over-allotment option, based on an assumed offering price of $ per share, which represents the midpoint of the price range set forth on the cover of this prospectus.
		We intend to use the net proceeds from this offering to repay a portion of the indebtedness owed under our current credit facilities and for general corporate purposes, including the potential payment of a portion of the installment payments due under the shipbuilding contracts for our VLCC newbuildings. Our management will have the discretion to apply some or all of the proceeds of this offering for purposes of vessel acquisitions or for general corporate purposes, including the redemption of a portion of our senior notes. See " Use of Proceeds " below for more information.
Listing		We intend to apply to have our common shares listed on the New York Stock Exchange under the symbol "GNRT."

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Conflict of interest		More than 5% of the net proceeds of this offering will be received by an affiliate of DNB Markets, Inc. as a lender under our senior secured credit facilities. Therefore, DNB Markets, Inc. is deemed to have a "conflict of interest" under FINRA Rule 5121. Accordingly, this offering is being made in compliance with the applicable provisions of Rule 5121. The appointment of a "qualified independent underwriter" is not required in connection with this offering because the FINRA members primarily responsible for managing this offering do not have a conflict of interest, are not affiliates of any member that has a conflict of interest and meet the requirements of paragraph (f)(12)(E) of Rule 5121. In accordance with Rule 5121, DNB Markets, Inc. will not confirm any sales to any account over which it exercises discretionary authority without specific written approval of the transaction from the account holder. See " Underwriting (Conflicts of Interest)—Conflicts of Interest. "

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Summary Historical Financial and Other Data

The following summary historical financial and other data should be read in connection with, and are qualified by reference to, the consolidated financial statements and related notes included in this prospectus and " Management's Discussion and Analysis of Financial Condition and Results of Operations " appearing elsewhere in this prospectus. The summary historical financial and other data in the below tables as of December 31, 2014 and 2013 and the summary historical financial and other data for the years ended December 31, 2014 and 2013 are derived from our audited consolidated financial statements for the years ended December 31, 2014 and 2013 included herein. The summary historical financial and other data in the below tables as of March 31, 2015 and the summary historical financial and other data for the three months ended March 31, 2015 and 2014 are derived from our unaudited condensed consolidated financial statements for the three months ended March 31, 2015 and March 31, 2014 included herein. Historical results are not necessarily indicative of results that may be expected for any future period.

	Year ended						Three Months Ended

*(dollars in thousands)*	December 31, 2014			December 31, 2013			March 31, 2015(2)			March 31, 2014
Income Statement Data:
Voyage revenues	$	392,409		$	356,669		$	121,402		$	123,282
Voyage expenses		239,906			259,982			45,894			68,884
Direct vessel expenses		84,209			90,297			20,897			21,847
General and administrative expenses		22,418			21,814			4,624			5,478
Depreciation and amortization		46,118			45,903			10,999			11,169
Goodwill write-off for sales of vessels		1,249			1,068			—			—
Loss on goodwill impairment		2,099			—			—			—
Loss on disposal of vessels and vessel equipment		8,729			2,452			131			1,112
Loss on impairment of vessels		—			2,048			—			—
Closing of Portugal office		5,123			—			192			—


Total operating expenses		409,851			423,564			82,737			108,490


Operating income (loss)		(17,442	)		(66,895	)		38,665			14,792
Net interest expense		(29,849	)		(34,643	)		(7,427	)		(7,266	)
Net other income (expense)		207			465			(319	)		(65	)


Total other expenses		(29,642	)		(34,178	)		(7,746	)		(7,331	)


Net income (loss)	$	(47,084	)	$	(101,073	)	$	30,919		$	7,461




Income (loss) per Class A and Class B common share:
Basic(1)	$	(1.54	)	$	(8.64	)	$	0.93		$	0.32
Diluted(1)	$	(1.54	)	$	(8.64	)	$	0.93		$	0.32

(1): The common shares during the year ended December 31, 2013 were reclassified as Class A shares on December 12, 2013 which is reflected retrospectively herein. See " Related Party Transactions—December 2013 Class B Financing " for more details. Please refer to " Management's Discussion and Analysis of Financial Condition and Results of Operations " for the factors affecting comparability across the periods.
(2): On May 7, 2015, in connection with the filing of our Third Amended and Restated Articles of Incorporation, all of our Class A shares and Class B shares were converted on a one-to-one basis to a single class of common stock.

At the closing of the 2015 merger on May 7, 2015, we issued 31,233,170 shares of our common stock into a trust account for the benefit of Navig8 Crude's former shareholders. Since we may be required to adjust the proportion of cash and stock as merger consideration depending on whether Navig8 Crude's former shareholders are permitted to receive shares as consideration for the 2015 merger, the number of our shares outstanding is subject to change.

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In connection with the closing of the 2015 merger, we issued 483,971 shares of our common stock as a commitment premium paid to the commitment parties under the 2015 equity purchase agreement, we assumed an outstanding Navig8 Crude warrant and option to purchase an aggregate of 1,444,940 shares of our common stock, and we acquired cash and cash equivalents of $41.4 million and vessels under construction of $364.2 million as of March 31, 2015. For information regarding 2015 merger, see " Business—2015 Merger ."

*(dollars in thousands)*	March 31, 2015		December 31, 2014		December 31, 2013

Balance Sheet Data, at end of year / period:
Cash and cash equivalents	$	163,674	$	147,303	$	97,707
Total current assets		248,188		230,662		200,688
Vessels, net of accumulated depreciation		805,169		814,528		873,435
Total assets		1,393,783		1,360,925		1,122,934
Current liabilities (including current portion of long-term debt)		62,369		52,770		79,508
Total long-term debt		782,654		790,835		677,632
Total liabilities		845,210		843,776		757,244
Shareholders' equity		548,573		517,149		365,690

	Year Ended						Three Months Ended

*(dollars in thousands)*	December 31, 2014			December 31, 2013			March 31, 2015			March 31, 2014
Cash Flow Data:
Net cash (used in) provided by operating activities	$	(11,797	)	$	(40,472	)	$	39,291		$	2,978
Net cash (used in) provided by investing activities		(238,019	)		4,302			(22,853	)		(156,816	)
Net cash provided by (used in) financing activities		299,417			104,901			(449	)		159,377

	Year Ended						Three Months Ended

*(dollars in thousands except fleet data and daily results)*	December 31, 2014			December 31, 2013			March 31, 2015			March 31, 2014
Fleet Data:
Total number of vessels at end of period(1)		25			27			25			26
Average number of vessels(1)		25.7			27.8			25.0			26.5
Total operating days for fleet(2)		8,801			9,778			2,153			2,256
Total time charter days for fleet		550			1,269			201			90
Total spot market days for fleet		8,251			8,509			1,952			2,166
Total calendar days for fleet(3)		9,379			10,145			2,250			2,383
Fleet utilization(4)		93.8	%		96.4	%		95.7	%		94.7	%
Average Daily Results:
Time charter equivalent(5)	$	17,328		$	9,889		$	35,069		$	24,114
VLCC		17,255			10,244			42,623			24,162
Suezmax		17,161			10,828			35,871			23,695
Aframax		19,634			9,569			27,857			29,579
Panamax		17,235			5,504			27,568			18,041
Handymax		10,231			6,879			19,461			11,943
Direct vessel operating expenses(6)		8,978			8,901			9,287			9,168
General and administrative expenses(7)		2,390			2,150			2,055			2,299
Total vessel operating expenses(8)		11,368			11,051			11,343			11,467
Other Data:
EBITDA(9)	$	28,883		$	(20,527	)	$	49,345		$	25,896
Adjusted EBITDA(9)	$	46,083		$	(14,959	)	$	49,668		$	27,008

(1): Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was part of our fleet during the

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period divided by the number of calendar days in that period. Total number of vessels and Average number of vessels exclude our 21 VLCC newbuildings.

(2): Total operating days for fleet are the total days our vessels were in our possession for the relevant period net of off hire days associated with major repairs, drydockings or special or intermediate surveys.
(3): Total calendar days for fleet are the total days the vessels were in our possession for the relevant period including off hire days associated with major repairs, drydockings or special or intermediate surveys.
(4): Fleet utilization is the percentage of time that our vessels were available for revenue generating voyages, and is determined by dividing total operating days for fleet by total calendar days for fleet for the relevant period.
(5): Time Charter Equivalent, or "TCE," is a measure of the average daily revenue performance of a vessel. We calculate TCE by dividing net voyage revenue by total operating days for fleet. Net voyage revenues are voyage revenues minus voyage expenses. We evaluate our performance using net voyage revenues. We believe that presenting voyage revenues, net of voyage expenses, neutralizes the variability created by unique costs associated with particular voyages or deployment of vessels on time charter or on the spot market and presents a more accurate representation of the revenues generated by our vessels.
(6): Direct vessel operating expenses, which is also referred to as "direct vessel expenses" or "DVOE," include crew costs, provisions, deck and engine stores, lubricating oil, insurance and maintenance and repairs incurred during the relevant period. Daily DVOE is calculated by dividing DVOE by the total calendar days for fleet for the relevant period.
(7): Daily general and administrative expense is calculated by dividing general and administrative expenses by total calendar days for fleet for the relevant time period.
(8): Total Vessel Operating Expenses, or "TVOE," is a measurement of our total expenses associated with operating our vessels. Daily TVOE is the sum of daily direct vessel operating expenses, and daily general and administrative expenses.
(9): EBITDA represents net income (loss) plus net interest expense and depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted to exclude the items set forth in the table below, which represent certain non-cash items and one-time items that we believe are not indicative of the ongoing performance of our core operations. EBITDA and Adjusted EBITDA are included in this prospectus because they are used by management and certain investors as measures of operating performance. EBITDA and Adjusted EBITDA are used by analysts in the shipping industry as common performance measures to compare results across peers. Our management uses EBITDA and Adjusted EBITDA as performance measures and they are also presented for review at our board meetings. EBITDA and Adjusted EBITDA are not items recognized by accounting principles generally accepted in the United States of America (GAAP), and should not be considered as alternatives to net income, operating income, cash flow from operating activity or any other indicator of a company's operating performance or liquidity required by GAAP. The definitions of EBITDA and Adjusted EBITDA used here may not be comparable to those used by other companies. These definitions are also not the same as the definition of EBITDA and

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Adjusted EBITDA used in the financial covenants in our debt instruments. Set forth below is the EBITDA and Adjusted EBITDA reconciliation.

	Year Ended						Three Months Ended

*(dollars in thousands)*	December 31, 2014			December 31, 2013			March 31, 2015		March 31, 2014
Net income (loss)	$	(47,084	)	$	(101,073	)	$	30,919	$	7,461
Net interest expense		29,849			34,643			7,427		7,266
Depreciation and amortization		46,118			45,903			10,999		11,169


EBITDA		28,883			(20,527	)		49,345		25,896
Adjustments
Loss on disposal of vessels and vessel equipment		8,729			2,452			131		1,112
Goodwill impairment		2,099			—			—		—
Goodwill write-off for sales of vessels		1,249			1,068			—		—
Vessel impairment		—			2,048			—		—
Closing of Portugal office		5,123			—			192		—


Adjusted EBITDA	$	46,083		$	(14,959	)	$	49,668	$	27,008

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RISK FACTORS

Before making a decision to purchase our common shares, you should carefully consider the following risks, as well as the other information contained in this prospectus. Some of the following risks relate principally to the industry in which we operate and our business in general. Other risks relate principally to the securities market and ownership of our common shares. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results or the trading price of our common shares.

Risk Factors Related To Our Industry

Our revenues may be adversely affected if we and/or our pool managers do not successfully employ our vessels.

We seek to employ our vessels with reputable and creditworthy customers to maximize fleet utilization and earnings upside through spot market related employment, pool agreements and time charters in a manner that maximizes long-term cash flow, taking into account fluctuations in freight rates in the market and our own views on the direction of those rates in the future. As of June 7, 2015, 22 of our 25 vessels are employed in the spot market (either directly or through spot market focused pools), given our expectation of near- to medium-term increases in charter rates. One of our Suezmax vessels and two of our VLCC vessels are contractually committed to fixed-rate time charters. The Suezmax time charter is expected to expire in July 2015 and the VLCC time charters are expected to expire in January and February 2016. The charterers under the VLCC time charters have the right to extend the term of those time charters for an additional year beyond the initial expiration dates. Additionally, pursuant to a time charter which is currently anticipated to expire in February 2016, we have chartered in a VLCC vessel, the Nave Quasar , and have deployed it in the VL8 pool, a spot-market focused pool, managed by an affiliate of the Navig8 Group. Further, we plan on taking delivery of 21 additional VLCC vessels between the third quarter of 2015 and the first quarter of 2017, which we will employ in spot market focused pools or on time charters. We are currently contractually obligated to deploy 14 of these VLCC vessels in the VL8 pool for at least one year following their delivery. Further, the Navig8 non-binding term sheet provides that all of our spot VLCC, Suezmax and Aframax vessels, including at least 70% of our fleet of VLCC and Suezmax vessels, be deployed in the VL8, Suez8 and V8 pools. See " Business—Employment of Our Fleet—VL8, Suez8 and V8 Pools " for more information on these arrangements.

In recent years, we have primarily deployed our vessels on spot market voyage charters (either directly or through pools which operate primarily in the spot market). Although spot chartering is common in the crude and product tankers sectors, crude and product tankers charter hire rates are highly volatile and may fluctuate significantly based upon demand for seaborne transportation of crude oil and petroleum products, as well as tanker supply. The successful operation of our vessels in the spot charter market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. The spot market is highly volatile, and, in the past, there have been periods when spot rates have declined below the operating cost of vessels. Although charter hire rates have risen in recent months, there is no assurance that the crude oil and product tanker charter market will continue to recover over the next several months or that it will not decline further. Furthermore, as charter rates for spot charters are fixed for a single voyage that may last up to three months, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases. Additionally, even if our vessels are not otherwise employed during a period of rising rates, we may not obtain spot charters during such periods because of vessel position or because of competition.

Although our time charters generally provide stable revenues, they also limit the portion of our fleet available for spot market voyages during an upswing in the tanker industry cycle, when spot market voyages might be more profitable.

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We earned approximately 92.2% and 93.1% of our net voyage revenue from spot charters (directly or through pool agreements) for the three months ended March 31, 2015 and the year ended December 31, 2014, respectively. The spot charter market is highly competitive, and spot market voyage charter rates may fluctuate dramatically based primarily on the worldwide supply of tankers available in the market for the transportation of oil and the worldwide demand for the transportation of oil by tanker. There can be no assurance that future spot market voyage charters will be available at rates that will allow us to operate our vessels deployed in the spot market profitably or that we will successfully employ our vessels at available rates.

The cyclical nature of the tanker industry may lead to volatility in charter rates and vessel values which may adversely affect our earnings.

We anticipate that future demand for our vessels, and in turn our future charter rates, will be affected by the rate of economic growth in the world's economy, as well as seasonal and regional changes in demand and changes in the capacity of the world's fleet. As of March 31, 2015, we were party to three time charter contracts, one of which is expected to expire during July 2015 and the other two of which are expected to expire in January and February 2016, and all of our remaining vessels were employed in the spot market (either directly or through spot-market focused pools). As a result, we currently have limited contractual committed future revenues and thus are largely subject to spot market rates, which are highly volatile. Over the last five years, reported TCE rates for VLCCs ranged from $74,600/day in January 2010 to negative rates in some months of 2013. If the tanker industry, which has been highly cyclical, is depressed in the future when a charter expires, or at a time when we may want to sell a vessel, our earnings and available cash flow will be adversely affected. There can be no assurance that we or our pool manager will be able to successfully charter our vessels in the future or renew our existing charters at rates sufficient to allow us to operate our business profitably or meet our obligations, including payment of debt service to lenders.

The factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable. The recent global financial crisis has intensified this unpredictability.

The factors that influence demand for tanker capacity include:

•: supply of and demand for petroleum and petroleum products;
•: global, regional economic and political conditions, including developments in international trade and fluctuations in industrial and agricultural production;
•: geographic changes in oil production, processing and consumption;
•: oil price levels;
•: actions by the Organization of the Petroleum Exporting Countries, or "OPEC";
•: inventory policies of the major oil and oil trading companies;
•: strategic inventory policies of countries such as the United States and China;
•: increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve or the conversion of existing non-oil pipelines to oil pipelines in those markets;
•: changes in seaborne and other transportation patterns, including changes in the distances over which tanker cargoes are transported by sea;
•: environmental and other legal and regulatory developments;
•: currency exchange rates;

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•: weather and acts of God and natural disasters, including hurricanes and typhoons;
•: competition from alternative sources of energy and other modes of transportation; and
•: international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars.

The factors that influence the supply of tanker capacity include:

•: current and expected purchase orders for tankers;
•: the number of tanker newbuilding deliveries;
•: the scrapping rate of older tankers;
•: conversion of tankers to other uses or conversion of other vessels to tankers;
•: the price of steel and vessel equipment;
•: technological advances in tanker design and capacity;
•: tanker freight rates, which are affected by factors that may affect the rate of newbuilding, scrapping and laying up of tankers;
•: the number of tankers that are out of service;
•: changes in environmental and other regulations that may limit the useful lives of tankers; and
•: port and canal congestion charges.

Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity. The recent global economic crisis may further reduce demand for transportation of oil over long distances and supply of tankers that carry oil, which may materially affect our revenues, profitability and cash flows.

An over-supply of tanker capacity may lead to prolonged weakness or further reductions in charter rates, vessel values, and profitability.

The global supply of tankers generally increases with deliveries of new vessels and decreases with the scrapping of older vessels. If the capacity of new vessels delivered exceeds the capacity of tankers being scrapped and lost, global tanker capacity will increase. We believe that the total newbuilding order books for VLCC, Suezmax, Aframax, Panamax and Handymax vessels scheduled to enter the fleet through 2017 currently are a substantial portion of the existing fleets, and there can be no assurance that the order books will not increase further in proportion to the existing fleets.

If the supply of tanker capacity increases and if the demand for tanker capacity does not increase correspondingly, charter rates and vessel values could experience prolonged weakness or a material decline. A reduction in charter rates and the value of our vessels may have a material adverse effect on our business, financial condition, operating results, ability to pay distributions or the trading price of our common shares.

The international tanker industry has experienced a drastic downturn after experiencing historically high charter rates and vessel values in early 2008, and a sustained or further downturn in this market may have an adverse effect on our earnings, impair our goodwill and the carrying value of our vessels and affect compliance with our loan covenants.

The Baltic Dirty Tanker Index, a U.S. dollar daily average of charter rates that takes into account input from brokers around the world regarding crude oil fixtures for various routes and tanker vessel sizes and is issued by the London based Baltic Exchange (an organization providing maritime market information for the trading and settlement of physical and derivative contracts), declined from a high of 2,347 in July 2008 to a low of 453 in mid April 2009, which represents a decline of 80%. The index

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rose to 809 as of March 31, 2015. The Baltic Clean Tanker Index fell from 1,509 points as of June 19, 2008, to 345 points as of April 4, 2009. The index rose to 676 as of March 31, 2015. The dramatic decline in these indexes and charter rates in late 2008 and 2009 was due to various factors, including the significant fall in demand for crude oil and petroleum products, the consequent rising inventories of crude oil and petroleum products in the United States and in other industrialized nations, and increases in vessel supply. Tanker freight rates remained weak until the last quarter of 2014 when a combination of rising demand for oil and petroleum products, longer voyage distances, moderate growth in vessel supply and positive market sentiment led to an increase in the Baltic Tanker Indexes and crude oil tanker and petroleum product charter rates. However, there can be no assurance that the crude oil charter market and/or the petroleum product charter market will increase further, and the market could decline.

A sustained or further decline in charter rates could have a material adverse effect on our business, financial condition and results of operations. If the charter rates in the tanker market remain depressed or decline from their current levels, our future earnings may be adversely affected, we may have to record impairment adjustments to the carrying values of our fleet and we may not be able to comply with the financial covenants in our debt instruments. Additionally, a downturn in the tanker market, or a decline in the fair value of our tanker vessels, could adversely impact our future earnings, since we may be required to record impairment adjustments to our goodwill. We evaluate our goodwill for impairment in the fourth quarter of our fiscal year, unless there are indicators that would require a more frequent evaluation. We evaluated our goodwill for impairment in the fourth quarter of 2014 and recorded goodwill impairment of approximately $2.1 million for the year ended December 31, 2014. See Notes 1 and 3 to the financial statements for years ended December 31, 2014 and December 31, 2013 included elsewhere in this prospectus for more information on this impairment to goodwill. It was determined that there was no indicator of goodwill impairment during the three months ended March 31, 2015.

The market for crude oil and refined petroleum product transportation services is highly competitive and we may not be able to effectively compete.

Our vessels are employed in a highly competitive market. Our competitors include the owners of other VLCC, Suezmax, Aframax, Panamax and Handymax vessels and, to a lesser degree, owners of other size tankers. Both groups include independent oil tanker companies as well as oil companies.

We may not be able to compete profitably as we expand our business into new geographic regions or provide new services. New markets may require different skills, knowledge or strategies than we use in our current markets, and the competitors in those new markets may have greater financial strength and capital resources than we do.

The market value of our vessels may fluctuate significantly, and we may incur impairment charges or incur losses when we sell vessels following a decline in their market value.

It is possible that the fair market value of our vessels may decrease depending on a number of factors including:

•: general economic and market conditions affecting the shipping industry;
•: competition from other shipping companies;
•: supply and demand for tankers and the types and sizes of tankers we own;
•: alternative modes of transportation;
•: ages of vessels;
•: cost of newbuildings;

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•: governmental or other regulations;
•: prevailing of charter rates; and
•: technological advances.

Declines in charter rates and other market deterioration could cause the market value of our vessels to decrease significantly.

We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts. The recoverable amount of vessels is reviewed when events and changes in circumstances indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates including future freight rates, fleet utilization, future operating costs and earnings from the vessels. Some of these items have been historically volatile.

If the recoverable amount, on an undiscounted basis, is less than the carrying amount of the vessel, the vessel is deemed impaired. The carrying values of our vessels may not represent their fair market value at any point in time because the new market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Any impairment charges incurred as a result of further declines in charter rates could negatively affect our financial condition and operating results.

Due to the cyclical nature of the tanker market, the market value of one or more of our vessels may at various times be lower than their book value, and sales of those vessels during those times would result in losses. If we determine at any time that a vessel's future useful life and earnings require us to impair its value on our financial statements, that would result in a charge against our earnings and the reduction of our shareholders' equity. If for any reason we sell vessels at a time when vessel prices have fallen, the sale may be at less than the vessel's carrying amount on our financial statements, with the result that we would also incur a loss and a reduction in earnings. Declining tanker values could affect our ability to raise cash by limiting our ability to refinance vessels and thereby adversely impact our liquidity. In addition, declining vessel values could result in the requirement to repay outstanding amounts or a breach of loan covenants, which could give rise to an event of default under our debt instruments.

The current state of the global financial markets and current economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business.

Global financial markets and economic conditions have been, and continue to be, volatile. In recent years, businesses in the global economy have faced tightening credit, weakening demand for goods and services, deteriorating international liquidity conditions, volatile interest rates, and declining markets. There has been a general decline in the willingness of banks and other financial institutions to extend credit, particularly in the shipping industry, due to the historically volatile asset values of vessels. As the shipping industry is highly dependent on the availability of credit to finance and expand operations, it has been negatively affected by this decline.

Also, as a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets has increased as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased to provide, funding to borrowers. Due to these factors, additional financing may not be available if needed and to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due

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or we may be unable to execute our business plan, complete additional vessel acquisitions, or otherwise take advantage of potential business opportunities as they arise.

If economic conditions throughout the world do not improve, it will impede our operations.

Negative trends in the global economy that emerged in 2008 continue to adversely affect global economic conditions. In addition, the world economy continues to face a number of new challenges, including uncertainty related to the winding down of the U.S. Federal Reserve's bond buying program and declining global growth rates. These challenges also include continuing turmoil and hostilities in the Middle East, Ukraine, North Africa and other geographic areas and countries and continuing economic weakness in the European Union. There has historically been a strong link between the development of the world economy and demand for energy, including oil and refined products. An extended period of deterioration in the outlook for the world economy could reduce the overall demand for oil and refined products and for our services. Such changes could adversely affect our results of operations and cash flows.

We face risks attendant to changes in economic environments, changes in interest rates and instability in the banking and securities markets around the world, among other factors. We cannot predict how long the current market conditions will last. However, these recent and developing economic and governmental factors, together with the concurrent decline in charter rates and vessel values, may have a material adverse effect on our results of operations and may cause the price of our common shares to decline.

The instability of the Euro or the inability of countries to refinance their debts could have a material adverse effect on our revenue, profitability and financial position.

As a result of the credit crisis in Europe, in particular in Greece, Cyprus, Italy, Ireland, Portugal and Spain, the European Commission created the European Financial Stability Facility, or the "EFSF," and the European Financial Stability Mechanism, or the "EFSM," to provide funding to Eurozone countries in financial difficulties that seek such support. In December 2010, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism, or the "ESM," which was established on October 8, 2012 to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries. Despite these measures, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the Euro. An extended period of adverse development in the outlook for European countries could reduce the overall demand for oil and consequently for our services. These potential developments, or market perceptions concerning these and related issues, could adversely affect our financial position, results of operations and cash flow.

A further economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, financial position and results of operations.

A significant number of the port calls made by our vessels involve the transportation of crude oil and petroleum products to ports in the Asia Pacific region. As a result, continued economic slowdown in the region, and particularly in China or Japan, could have an adverse effect on our business, results of operations, cash flows and financial condition. Before the global economic financial crisis that began in 2008, China had one of the world's fastest growing economies in terms of gross domestic product, or "GDP," which had a significant impact on shipping demand. The growth rate of China's GDP is estimated by government officials to average 7.3% for the year ended December 31, 2014, as compared to approximately 7.7% for the year ended December 31, 2013 and 7.7% for the year ended December 31, 2012, and continues to remain below pre-2008 levels. In addition, China has imposed measures to restrain lending, which may further contribute to a slowdown in its economic growth. China and other countries in the Asia Pacific region may continue to experience slowed or even

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negative economic growth in the future. Many of the economic and political reforms adopted by the Chinese government are unprecedented or experimental and may be subject to revision, change or abolition based upon the outcome of such experiments. If the Chinese government does not continue to pursue a policy of economic reform, the level of imports of crude oil or petroleum products to China could be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or restrictions on importing commodities into the country. Notwithstanding economic reform, the Chinese government may adopt policies that favor domestic tanker companies and may hinder our ability to compete with them effectively. Moreover, a significant or protracted slowdown in the economies of the United States, the European Union or various Asian countries may adversely affect economic growth in China and elsewhere. Our business, results of operations, cash flows and financial condition could be materially and adversely affected by an economic downturn in any of these countries.

Any decrease or prolonged weakness in shipments of crude oil may adversely affect our financial performance.

The demand for our vessels and services in transporting oil derives from demand around the world for oil from Arabian Gulf, West African, North Sea and Caribbean countries, which, in turn, primarily depends on the economies of the world's industrial countries and competition from alternative energy sources. A wide range of economic, social and other factors can significantly affect the strength of the world's industrial economies and their demand for crude oil from the mentioned geographical areas. One such factor is the price of worldwide crude oil. The world's oil markets have experienced high levels of volatility in the last 25 years. In 2012, crude oil reached a high of $118.74 per barrel and a low of $91.19 per barrel, in 2013, crude oil reached a high of $118.90 per barrel and a low of $97.69 per barrel and in 2014, crude oil reached a high of $111.57 per barrel and a low of $54.36 per barrel. As of March 31, 2015, crude oil was $47.72 per barrel.

Any decrease or prolonged weakness in shipments of crude oil from the above-mentioned geographical areas could have a material adverse effect on our financial performance. Among the factors that could lead to such a decrease or prolonged weakness are:

•: increased crude oil production from other areas, including the exploitation of shale reserves in the United States and the growth in its domestic oil production and exportation;
•: increased refining capacity in the Arabian Gulf or West Africa;
•: increased use of existing and future crude oil pipelines in the Arabian Gulf or West Africa;
•: a decision by Arabian Gulf or West African oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production;
•: armed conflict in the Arabian Gulf and West Africa and political or other factors;
•: trade embargoes or other economic sanctions by the United States and other countries against Russia as a result of increased political tension due to Russia's recent annexation of Crimea and the conflict in Ukraine; and
•: the development and the relative costs of nuclear power, natural gas, coal and other alternative sources of energy.

In addition, the current economic conditions affecting the United States and world economies may result in reduced consumption of oil products and a decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our earnings and our ability to pay dividends.

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Increasing self-sufficiency in energy by the United States could lead to a decrease or prolonged weakness in imports of oil to that country, which to date has been one of the largest importers of oil worldwide.

The United States is expected to overtake Saudi Arabia as the world's top oil producer by 2017, according to an annual long-term report by the International Energy Agency, or "IEA." The steep rise in shale oil and gas production is expected to push the country toward self-sufficiency in energy. According to the IEA report a continued fall in U.S. oil imports is expected with North America becoming a net oil exporter by around 2030. In recent years, the share of total U.S. consumption met by total liquid fuel net imports, including both crude oil and products, has been decreasing since peaking at over 60% in 2005 and fell to around 27% in 2014 as a result of lower consumption and the substantial increase in domestic crude oil production. A prolonged weakness or a further slowdown in oil imports to the United States, one of the most important oil trading nations worldwide, may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

The employment of our vessels could be adversely affected by an inability to clear the oil majors' risk assessment process, and we could be in breach of our charter agreements with respect to the applicable vessels.

The shipping industry, and especially the shipment of crude oil and refined petroleum products (clean and dirty), has been, and will remain, heavily regulated. The so-called "oil majors" companies, such as BP, Chevron, ConocoPhillips, Exxon, Petrobras, Shell, Sinopec, Statoil and Total, together with a number of commodities traders, represent a significant percentage of the production, trading and shipping logistics (terminals) of crude oil and refined products worldwide. Concerns for the environment have led the oil majors to develop and implement a strict ongoing due diligence process when selecting their commercial partners. This vetting process has evolved into a sophisticated and comprehensive risk assessment of both the vessel operator and the vessel, including physical ship inspections, completion of vessel inspection questionnaires performed by accredited inspectors and the production of comprehensive risk assessment reports. In the case of time charter relationships, additional factors are considered when awarding such contracts, including:

•: office assessments and audits of the vessel operator and manager;
•: the operator's and manager's environmental, health and safety record;
•: compliance with the standards of the International Maritime Organization, or the "IMO," a United Nations agency that issues international trade standards for shipping;
•: compliance with heightened industry standards that have been set by several oil companies;
•: shipping industry relationships, reputation for customer service, technical and operating expertise;
•: shipping experience and quality of ship operations, including cost-effectiveness;
•: quality, experience and technical capability of crews;
•: willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and
•: competitiveness of the bid in terms of overall price.

Under the terms of our charter agreements, our charterers require that our vessels and the relevant technical manager are vetted and approved to transport oil products by multiple oil majors. Our failure to maintain any of our vessels to the standards required by the oil majors could put us in breach of the applicable charter agreement and lead to termination of such agreement, and could give rise to impairment in the value of our vessels.

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Should we not be able to successfully clear the oil majors' risk assessment processes on an ongoing basis, the future employment of our vessels, as well as our ability to obtain charters, whether medium-or long-term, and to charter our vessels into pools, could be adversely affected. Such a situation may lead to the oil majors' terminating existing charters and refusing to use our vessels in the future, which would adversely affect our results of operations and cash flows.

Acts of piracy could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean, the Gulf of Aden off the coast of Somalia, the Gulf of Guinea and off the western coast of Africa. Although the frequency of sea piracy worldwide decreased during 2014 to its lowest level since 2009, sea piracy incidents continue to occur, with drybulk vessels and tankers particularly vulnerable to such attacks. If these piracy attacks result in regions in which our vessels are deployed being characterized by insurers as "war risk" zones, or Joint War Committee "war and strikes" listed areas, premiums payable for related insurance coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including costs which may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on our business. In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows and financial condition.

In response to piracy incidents in recent years, we have in the past stationed, and may in the future station, guards on some of our vessels in certain instances. While the use of guards is intended to deter and prevent the hijacking of our vessels, it may also increase our risk of liability for death or injury to persons or damage to personal property. While we believe that we generally have adequate insurance in place to cover such liability, if we do not, it could adversely impact our business, results of operations, cash flows, and financial condition.

Terrorist attacks, increased hostilities or war could lead to further economic instability, increased costs and disruption of our business.

We conduct most of our operations outside of the United States, and our business, results of operations, cash flows and financial condition may be adversely affected by the effects of political instability, terrorist or other attacks, war or international hostilities. Continuing conflicts and recent developments in the Middle East and North Africa, including in Egypt, Syria, Iran, Iraq and Libya, and the presence of the United States and other armed forces in Afghanistan may lead to additional acts of terrorism and armed conflict around the world and to civil disturbance in the United States or elsewhere, which may contribute to further world economic instability and uncertainty in global financial and commercial markets. As a result of the above, insurers have increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. Future terrorist attacks could result in increased volatility of the financial markets and negatively impact the U.S. and global economy. These uncertainties could also adversely affect our business, operating results, financial condition, ability to raise capital and future growth.

In addition, oil facilities, shipyards, vessels, pipelines and oil and gas fields could be targets of future terrorist attacks. Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport oil and other refined products to or from certain locations. Terrorist attacks, war or other events beyond our control that adversely affect the distribution, production or transportation of oil and other refined products to be shipped by us could entitle our customers to terminate our charter contracts, which would harm our cash flow and business.

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Sanctions by the United States, Canada and European Union governments against certain companies and individuals in Russia and Ukraine and possible counter sanctions by the Russian government may hinder our ability to conduct business with potential or existing customers in these countries and may otherwise have an adverse effect on us.

Recently the United States, Canada and the European Union have ordered sanctions against certain prominent Russian and Ukrainian officials, businessmen, Russian private banks, and certain Russian companies in response to the situation in Ukraine and Crimea. While we believe that these sanctions currently do not preclude us from conducting business with our current Russian customers, the sanctions imposed by the United States, Canada or the European Union governments may be expanded in the future to restrict us from engaging with certain of our Russian customers.

In addition, it has been reported that the Russian government is considering implementing counter sanctions in response to the sanctions implemented by the United States, Canada and the European Union. Although the scope of any such sanctions is uncertain and is subject to finalization and approval by the Russian government, it has been reported that such sanctions may restrict the ability of United States and Canadian companies and individuals to do business in Russia or with Russian companies.

Although customers representing less than 2% of our 2014 revenue and less than 6% of Navig8 Group's tanker pools' 2014 revenues have their primary operations in Russia, we or our counterparties could be affected by such sanctions, which could adversely affect our business.

If our vessels call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments that could adversely affect our reputation and the market for our common shares.

All of our charters with customers and pools in which we participate contain restrictions prohibiting our vessels from entering any countries or conducting any trade prohibited by the United States. However, there can be no assurance that, on such charterers' instructions, our vessels will not call on ports located in countries subject to sanctions or embargoes imposed by the U.S. government or countries identified by the U.S. government as state sponsors of terrorism, such as Cuba, Iran, Sudan and Syria. Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. Additionally, some investors may decide to divest their interest, or not to invest, in us simply because we do business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. Investor perception of the value of our Company may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

Public health threats could have an adverse effect on our operations and our financial results.

Public health threats, such as the Ebola virus, and other highly communicable diseases, outbreaks of which have already occurred in various parts of the world near where we operate, could adversely impact our operations, the operations of our customers and the global economy, including the worldwide demand for crude oil and the level of demand for our services. Any quarantine of personnel, restrictions on travel to or from countries in which we operate, or inability to access certain areas could adversely affect our operations. The epidemic of the Ebola virus disease, which is ongoing in West Africa, may lead to crew member illness, which can disrupt the operations of our vessels, or to public health measures, which may prevent our vessels from calling on ports or discharging cargo in the affected areas or in other locations after having visited the affected areas. Travel restrictions, operational problems or large-scale social unrest in any part of the world in which we operate, or any

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reduction in the demand for tanker services caused by public health threats in the future, may impact operations and adversely affect our financial results.

We are subject to requirements under environmental and operational safety laws, regulations and conventions that could require significant expenditures, affect our cash flows and net income and could subject us to significant liability.

The shipping industry in general, and our business and the operation of our vessels in particular, are affected by a variety of governmental requirements in the form of numerous international conventions and national, state and local laws and regulations in force in the jurisdictions in which such vessels operate, as well as in the country or countries in which such vessels are registered. These requirements govern, among other things, discharges to air and water, the prevention and cleanup of spills and contamination, the storage and disposal of hazardous substances and wastes, the management of ballast water and invasive species and health and safety matters. They include, but are not limited to:

•: the U.S. Clean Air Act;
•: the U.S. Clean Water Act;
•: the U.S. Oil Pollution Act of 1990, or "OPA," which imposes strict liability for the discharge of oil into the 200-mile United States exclusive economic zone, the obligation to obtain certificates of financial responsibility for vessels trading in United States waters and the requirement that newly constructed tankers that trade in United States waters be constructed with double-hulls;
•: the International Convention on Civil Liability for Oil Pollution Damage of 1969, or the "CLC," entered into by many countries (other than the United States) which, subject to certain exceptions, imposes strict liability for pollution damage caused by the discharge of oil;
•: the International Convention for the Prevention of Pollution from Ships, or "MARPOL," adopted and implemented under the auspices of the International Maritime Organization, or "IMO," with respect to strict technical and operational requirements for tankers;
•: the IMO International Convention for the Safety of Life at Sea of 1974, or "SOLAS," which imposes crew and passenger safety requirements and requires the shipowner or any party with operational control of a vessel to develop an extensive safety management system;
•: the International Ship and Port Facilities Securities Code, or the "ISPS Code," which became effective in 2004;
•: the International Convention on Load Lines of 1966 which imposes requirements relating to the safeguarding of life and property through limitations on load capability for vessels on international voyages; and
•: the U.S. Maritime Transportation Security Act of 2002 which imposes security requirements for tankers entering U.S. ports.

These requirements can affect the resale value or useful lives of our vessels, require reductions in cargo capacity, ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage or increased policy costs for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations and natural resource damages, in the event that there is a release of petroleum or other hazardous substances from our vessels or otherwise in connection with our operations. Violations of or liabilities under environmental requirements also can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels, and third-party claims for personal injury or property damage.

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More stringent maritime safety rules have been imposed in the European Union. Furthermore, the 2010 explosion of the Deepwater Horizon and the subsequent release of oil into the Gulf of Mexico, or similar events in the future, may result in further regulation of the tanker industry, and modifications to statutory liability schemes, and related increases in compliance costs, all of which could limit our ability to do business or increase the cost of our doing business and that could have a material adverse effect on our operations. Further legislation, or amendments to existing legislation, applicable to international and national maritime trade is expected over the coming years in areas such as ship recycling, sewage systems, emission control (including emissions of greenhouse gases) and ballast treatment and handling. Existing and future legislation or regulations may require significant additional capital expenditures or operating expenses (such as increased costs for low-sulfur fuel) in order for us to maintain our vessels' compliance with international and/or national regulations. For example, legislation and regulations that require more stringent controls of air emissions from ocean-going vessels are pending or have been approved at the federal and state level in the U.S. In addition, various jurisdictions, including the IMO and the United States, have proposed or implemented requirements governing the management of ballast water to prevent the introduction of non-indigenous invasive species having adverse ecological impacts. We also are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations. Although we believe our vessels are maintained in good condition in substantial compliance with present regulatory requirements relating to safety and environmental matters and are insured against usual risks for such amounts as our management deems appropriate, government regulation of tankers, particularly in the areas of safety and environmental impact, may change in the future and require us to incur significant capital expenditures with respect to our ships to keep them in compliance.

Compliance with safety and other vessel requirements imposed by classification societies may be very costly and may adversely affect our business.

The hull and machinery of every commercial tanker must be classed by a classification society authorized by its country of registry. The classification society certifies that a tanker is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the tanker and the international conventions of which that country is a member. All of our operating vessels are certified as being "in-class" by DNV GL or the American Bureau of Shipping, with the exception of the Nave Quasar (which is not owned by us but chartered-in pursuant to a time charter which is currently anticipated to expire in February 2016), which is certified as being "in-class" by the China Classification Society. These classification societies are members of the International Association of Classification Societies.

A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cycles for hull inspection and on special survey or continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every two to five years for inspection of the underwater parts of such vessel.

If a vessel in our fleet does not maintain its class and/or fails any annual survey, intermediate survey or special survey, it will be unemployable and unable to trade between ports. This would negatively impact our results of operations.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to

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operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected. Climate change may reduce the demand for oil or increased regulation of greenhouse gases may create greater incentives for use of alternative energy sources. Any long-term material adverse effect on the oil industry could have a significant financial and operational adverse impact on our business that cannot be predicted with certainty at this time.

The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

We expect that our vessels will call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Our vessels may be requisitioned by governments without adequate compensation.

A government could requisition for title or seize our vessels. In the case of a requisition for title, a government takes control of a vessel and becomes its owner. Also, a government could requisition our vessels for hire. Under requisition for hire, a government takes control of a vessel and effectively becomes its charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Although we, as owner, would be entitled to compensation in the event of a requisition, the amount and timing of payment would be uncertain.

Arrests of our vessels by maritime claimants could cause a significant loss of earnings for the related off hire period.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by "arresting" or "attaching" a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could result in a significant loss of earnings for the related off-hire period.

In addition, in jurisdictions where the "sister ship" theory of liability applies, a claimant may arrest both the vessel which is subject to the claimant's maritime lien, as well as any "associated" vessel, which is any vessel owned or controlled by the same owner. In countries with "sister ship" liability laws, claims might be asserted against us, any of our subsidiaries or our vessels for liabilities of other vessels that we own or which are bareboat chartered.

Risk Factors Related To Our Company

Failure of counterparties, including charterers, pool managers or technical managers, to meet their obligations to us could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We have in the past entered into, and expect in the future to enter into, among other things, memoranda of agreement, pooling arrangements, charter agreements, ship management agreements and debt instruments with third parties with respect to the purchase and operation of our fleet. Such agreements subject us to counterparty risks. Although we may have rights against any counterparty if it defaults on its obligations, our shareholders will share that recourse only indirectly to the extent that we recover funds. In particular, we face credit risk with our charterers.

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Additionally, in the case of pooling arrangements, in addition to bearing charterer credit risk indirectly, we face credit risk with our pool managers. Not all charterers or pool managers will necessarily provide detailed financial information regarding their operations. As a result, charterer risk and pool manager risk is largely assessed on the basis of our charterers' or pool managers' reputation in the market, and even on that basis, there can be no assurance that they can or will fulfill their obligations under the contracts we may enter into with them. Furthermore, charterers and pool managers are sensitive to and may be impacted by market forces. In addition, in depressed market conditions, there have been reports of charterers renegotiating their charters or defaulting on their obligations under charters. There can be no assurance that they can or will fulfill their obligations under the contracts we may enter into with them. Our charterers may fail to pay charterhire or attempt to renegotiate charter rates. Pool managers may also fail to fulfill their obligations to pool participants. Should a charterer or pool manager fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for our vessels, and any new charter arrangements we secure on the spot market, on time charters or in alternative pooling arrangements may be at lower rates or on less favorable terms, depending on the then existing charter rate levels, compared to the rates currently being charged for our vessels, and other market conditions. In addition, if the charterer of a vessel in our fleet that is used as collateral under our credit facilities or any other debt instrument defaults on its charter obligations to us, such default may constitute an event of default under our credit facilities or the relevant debt instrument, which may allow the lender to exercise remedies under our credit facilities or the relevant debt instrument. If our charterers or pool managers fail to meet their obligations to us or attempt to renegotiate our agreements with them, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows, in the future, and compliance with covenants in our debt instruments.

The ability of each of the counterparties to perform its obligations under a contract with us or contracts entered into on our behalf will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the shipping sector, the overall financial condition of the counterparty, charter rates received for tanker vessels and the supply and demand for oil transportation services. Should a counterparty fail to honor its obligations under any such contracts, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

We depend to a significant degree upon third-party managers to provide the technical management of our fleet. Any failure of these technical managers to perform their obligations to us could adversely affect our business.

We have contracted the day-to-day technical management of our fleet (including the vessels deployed in pools), including crewing, maintenance and repair services, to third-party technical management companies. See " Business—Operations and Ship Management " for more information. The failure of these technical managers to perform their obligations could materially and adversely affect our business, results of operations, cash flows, and financial condition. Further, these third-party technical management companies would be considered our agents and we would have to indemnify them in certain situations which could increase our potential liabilities.

If labor interruptions arise and are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

We contract with independent ship managers to manage and operate our vessels, including the crewing of those vessels. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

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We may not be able to grow or to effectively manage our growth.

A principal focus of our strategy has been to acquire or dispose of secondhand vessels, newbuilding contracts, or shipping companies with a focus on maximizing shareholder value and returning capital to shareholders when appropriate. Our future growth and profits will depend upon a number of factors, some of which we can control and some of which we cannot. These factors include our ability to:

•: identify businesses engaged in managing, operating or owning vessels for acquisitions or joint ventures;
•: identify vessels and/or shipping companies for acquisitions;
•: integrate any acquired businesses or vessels successfully with our existing operations;
•: hire, train and retain qualified personnel to manage and operate our growing business and fleet or engage a third-party technical manager to do the same;
•: identify opportune times for the purchase or disposal of vessels;
•: move quickly to execute vessel acquisitions or disposals at advantageous times in a timely manner;
•: improve operating and financial systems and controls; and
•: obtain required financing for existing and new operations.

Our ability to grow is in part dependent on our ability to expand our fleet through acquisitions of suitable double-hull vessels. We may not be able to contract for newbuildings or locate suitable secondhand double-hull vessels or negotiate acceptable construction or purchase contracts with shipyards and owners, or obtain financing for such acquisitions on economically acceptable terms. This could impede our growth and negatively impact our financial condition.

Our current financial and operating systems may not be adequate as we implement our plan to expand the size of our fleet, and our attempts to improve those systems may be ineffective. In addition, as we expand our fleet, we will have to rely on outside technical managers to recruit suitable additional seafarers and shore-based administrative and management personnel. We cannot assure you that our outside technical managers will be able to continue to hire suitable employees as we expand our fleet.

The failure to effectively identify, purchase, develop and integrate any vessels or businesses or to dispose of vessels at opportune times could adversely affect our business, financial condition and results of operations.

Our acquisition and growth strategy exposes us to certain risks.

Our acquisition and growth strategy exposes us to risks that could adversely affect our business, financial condition and operating results, including risks that we may:

•: fail to realize anticipated benefits of acquisitions, such as new customer relationships, cost savings or increased cash flow;
•: not be able to obtain charters at favorable rates or at all;
•: be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet or engage a third-party technical manager to do the same;
•: not have adequate operating and financial systems in place;
•: decrease our liquidity through the use of a significant portion of available cash or borrowing to finance acquisitions or newbuildings;

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•: significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions or newbuildings;
•: incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired; or
•: incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.

We may be unable to make, or realize the expected benefits from, the construction, delivery and deployment of our VLCC newbuildings and the failure to successfully integrate these newbuildings into our fleet could adversely affect our business, financial condition and operating results.

In connection with our growth strategy, in March 2014 we purchased seven VLCC newbuildings that are scheduled to be delivered between August 2015 and August 2016. We refer to these newbuildings as the "2014 acquired VLCC newbuildings" and the associated shipbuilding contracts as the "2014 acquired VLCC shipbuilding contracts." Furthermore, as a result of the consummation of the 2015 merger on May 7, 2015, we acquired 14 contracts for VLCC newbuildings that are expected to be delivered between the third quarter of 2015 and the first quarter of 2017. We refer to these newbuildings as the "2015 acquired VLCC newbuildings" and the associated shipbuilding contracts as the "2015 acquired VLCC shipbuilding contracts." These newbuilding crude tankers may not be profitable at or after the time of delivery and may not generate cash flow sufficient to cover the costs of ownership and operation. Market conditions at the time of delivery may be such that charter rates are not favorable and the revenue generated by such vessels may be depressed.

The construction of our VLCC newbuildings requires the implementation of complex, new technology and is dependent upon factors outside of our control, and unexpected outcomes resulting from the implementation of such technology could adversely affect our profitability and future prospects.

The construction of our 21 VLCC newbuildings utilizes new and complex technologies. Problems in implementing these new technologies or substantive design changes in the construction process may lead to delays in maintaining the design schedule needed for construction. The risk associated with new technology or mid-construction design changes may delay delivery, and, in the case of substantial mid-construction design, may increase the cost of the vessel.

Newbuildings cannot always be tested and proven and are otherwise subject to unforeseen problems, including premature failure of components that cannot be accessed for repair or replacement, substandard quality or workmanship and unplanned degradation of product performance. These failures could result in loss of life or property and could negatively affect our results of operations by causing unanticipated expenses not covered by insurance or indemnification from the customer, diversion of management focus in responding to unforeseen problems, loss of follow-on work and, in the case of certain contracts, liquidated damages or other claims against us.

We may discover quality issues in the future related to our newbuildings that require analysis and corrective action. Such issues and our responses and corrective actions could have a material adverse effect on our financial position, results of operations or cash flows.

No assurance can be given that our newbuildings will provide the fuel consumption savings that we expect, or that we will fully realize any fuel efficiency benefits of our newbuildings.

Our VLCC newbuildings are based on advanced "eco" design. We expect these newbuildings to incorporate many of the latest technological improvements designed to optimize speed and fuel consumption and reduce emissions, such as more fuel-efficient engines, and propellers and hull forms for decreased water resistance. However, overall, within the tanker industry opinion is divided with

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regard to the merits of "eco" ships and their performance relative to non-"eco" ships and we cannot assure you that our newbuildings will provide the fuel consumption savings that we expect, as among other things, the newbuildings are based on new technologies. Further, the market conditions from time to time may require us to share any fuel efficiency benefits with our charterers and the "eco" ships may not provide us with the same competitive advantage in securing favorable charter arrangements as we might expect. Should the fuel consumption levels of our newbuildings materially deviate from what we expect, or should we for any reason not receive the profits from any fuel efficiency benefits associated with our vessels, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Delays in deliveries of any of our 21 VLCC newbuildings or any other new vessels that we may order, or delivery of any of the vessels with significant defects, could harm our operating results and lead to the termination of any related charters that may be entered into prior to their delivery.

The delivery of any of the 21 VLCC newbuildings we have ordered (or any other new vessels we may order) could be delayed, which would delay our receipt of revenues under any future charters we enter into for the vessels. These adverse effects of any delay in delivery of our VLCC newbuildings or cancelation of the associated shipbuilding contracts may be compounded by the fact that we have made and will continue to make significant payments in respect of the newbuildings prior to taking possession of the vessels. In the event a shipbuilder does not perform under a shipbuilding contract with us and we are unable to enforce certain refund guarantees with third-party banks for any reason, we may lose all or part of our investment, which would have a material adverse effect on our results of operations, financial condition and cash flows.

Our receipt of newbuildings could be delayed because of many factors, including:

•: quality or engineering problems;
•: changes in governmental regulations or maritime self-regulatory organization standards;
•: work stoppages or other labor disturbances at the shipyard;
•: unanticipated cost increases;
•: bankruptcy or other financial crisis of the shipbuilder;
•: a backlog of orders at the shipyard;
•: political or economic disturbances in the locations where the vessels are being built;
•: weather interference or interference from a catastrophic event, such as a major earthquake or fire;
•: our requests for changes to the original vessel specifications;
•: shortages of, or delays in the receipt of necessary equipment or of construction materials, such as steel;
•: failure by the shipbuilder to deliver vessels to us as agreed;
•: delays caused by acts of God, war, strike, riot, crime or natural catastrophes, or force majeure events;
•: our inability to finance the purchase of the vessels or obtain financing on terms favorable to us; or
•: our inability to obtain requisite permits or approvals.

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We do not carry delay of delivery insurance to cover any losses that are not covered by delay penalties in our construction contracts. In the event any such shipyards are unable or unwilling to deliver the vessels ordered, we may not have substantial remedies. As a result, if delivery of a vessel is materially delayed, it could increase our expenses, diminish our net income and cash flows and otherwise adversely affect our business, financial condition and operating results.

We do not currently have debt or other financing committed to fund a significant portion of our VLCC newbuildings and we may be liable for damages if we breach our obligations under the VLCC shipbuilding contracts.

As of June 7, 2015, we have paid $212.8 million to the shipyards in aggregate installment payments under the 2014 acquired VLCC shipbuilding contracts (including the first installment of $89.9 million previously paid to the shipyards by Scorpio Tankers Inc.) and $357.4 million to the shipyards in installment payments under our fourteen 2015 acquired VLCC shipbuilding contracts (all of which were made by Navig8 Crude prior to the 2015 merger). The aggregate amount of remaining payments due under the 2014 acquired VLCC shipbuilding contracts and 2015 acquired VLCC shipbuilding contracts was $449.4 million and $986.9 million, respectively as of June 7, 2015. We do not have sufficient liquidity or working capital to pay the remaining installment payments due under the shipbuilding contracts for the VLCC newbuildings, and we will be required to raise additional cash through financing transactions in order to fulfill our payment obligations under the agreements relating to these transactions. We do not currently have debt or other financing committed to fund significant portions of these amounts. If we are not able to borrow additional funds, raise other capital, generate sufficient cash flow from operations or utilize available cash on hand, we may not be able to take delivery of the VLCC newbuilding vessels, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We cannot assure you that we will be able to enter into any sufficient credit facilities or obtain other financing on desirable terms or at all. See " —We cannot assure you that we will enter into any new credit facilities or that if we do so that we will be able to borrow all or any of the amounts committed thereunder. " If for any reason we fail to make a payment when due, which may result in a default under our shipbuilding contracts, we would be prevented from realizing potential revenues from these vessels, we could lose all or a portion of any payments previously paid by us in respect of these vessels and we could be liable for any additional damages under or connected with such contracts resulting from a breach by us of the contract terms. We may also lose any equipment provided to the shipyard as buyers' supplies for installation by the shipyard on the vessels. We may also be liable to Scorpio for claims under the VLCC back-to-back guarantee described under " Business—2014 Acquired VLCC Newbuildings. "

The insolvency of Scorpio Tankers Inc. would currently constitute a default by us under the 2014 acquired VLCC shipbuilding contracts with Daewoo.

If Scorpio Tankers Inc., or "Scorpio," were to become subject to certain insolvency events prior to the delivery of the five 2014 acquired VLCC newbuildings pursuant to the 2014 acquired shipbuilding contracts with Daewoo, this would constitute a default under such shipbuilding contracts even if we remain current on our installment payments. Following such default, Daewoo would have the right to terminate the 2014 acquired shipbuilding contracts and we would be prevented from realizing potential revenues from these vessels, we could lose all or a portion of any payments previously paid by us in respect of these vessels and we could be liable for any additional damages under or connected with such contracts resulting from a breach by us of the contract terms. We may also lose any equipment provided to the shipyard as buyers' supplies for installation by the shipyard on the vessels. Pursuant to a letter agreement dated March 18, 2015, by and between Scorpio and VLCC Corp., VLCC Corp., our wholly-owned subsidiary, agreed to use reasonable endeavors to negotiate and finalize with the 2014 acquired VLCC ship builders the terms for the novation of the 2014 acquired VLCC ship building contracts to a subsidiary of VLCC. Corp. and/or the release of Scorpio from its obligations under the

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Scorpio guarantees by June 16, 2015. If Scorpio is released from its obligations under the Scorpio guarantees, we expect that an insolvency event by Scorpio would no longer constitute a default under the 2014 acquired shipbuilding contracts: however, we cannot assure you that any such release will be obtained. See " Business—Vessel Acquisitions and Disposals—2014 Acquired VLCC Newbuildings " for more information about the 2014 acquired VLCC shipbuilding contracts and the Scorpio guarantees.

We cannot assure you that we will enter into any new credit facilities or that if we do so that we will be able to borrow all or any of the amounts committed thereunder.

We plan to enter into one or more new credit facilities to fund a portion of the remaining installment payments due under the shipbuilding contracts for the VLCC newbuildings, but do not expect to enter into any new credit facilities until delivery of the first VLCC newbuilding in the third quarter of 2015. Even if we enter into any new credit facilities, we expect that borrowings thereunder would be subject to customary conditions to be specified in applicable definitive documentation. In addition, our current credit facilities, which we refer to as the "senior secured credit facilities," and the note purchase agreement governing the senior notes limit the amount and terms of indebtedness that may be incurred in connection with any new newbuildings and, in particular, the senior secured credit facilities do not permit Gener8 Maritime, Inc. to incur any indebtedness in respect of the 2015 acquired VLCC newbuildings. Depending on whether the new credit facilities comply with these conditions, we may be required to obtain amendments to our current senior secured credit facilities and the note purchase agreement governing the senior notes in order to incur indebtedness in connection with the VLCC newbuildings or refinance the credit facilities in their entirety. We cannot assure you we will be able to enter into such amendments or refinancings. Accordingly, we cannot assure you that we will be able to enter into any new credit facilities, satisfy such conditions or be able to borrow all or any of the amounts that may be committed thereunder. If we do not enter into new credit facilities or are unable to borrow the amounts committed thereunder, our ability to take delivery of the VLCC newbuildings will be materially adversely affected. See " —We do not currently have debt or other financing committed to fund a significant portion of our VLCC newbuildings and we may be liable for damages if we breach our obligations under the VLCC shipbuilding contracts. "

There may be risks associated with the purchase and operation of secondhand vessels.

Our business strategy may include additional growth through the acquisition of secondhand vessels. Consistent with shipping industry practice, other than inspection of the physical condition of the vessels and examinations of classification society records, we do not conduct a historical financial due diligence process when we acquire secondhand vessels. Accordingly, we do not obtain the historical operating data for such vessels from the sellers and are not provided with the same knowledge about their condition that we would have had if such vessels had been built for and operated exclusively by us. Most secondhand vessels are sold under a standardized agreement, which, among other things, provides the buyer with the right to inspect the vessel and the vessel's classification society records. The standard agreement does not give the buyer the right to inspect, or receive copies of, the historical operating data of the vessel. Prior to the delivery of a purchased secondhand vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. In addition, the technical management agreement between the seller's technical manager and the seller is normally terminated and the vessel's trading certificates are surrendered to its flag state following a change in ownership. Furthermore, we generally do not receive the benefit of warranties from the builders if the vessels we buy are more than one year old. Our future operating results could be negatively affected if some of the vessels do not perform as expected.

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The 2015 merger may adversely affect our relationships with our customers, suppliers and other contract counterparties.

In response to the consummation of the 2015 merger, our existing or prospective customers, including charterers or pool operators, or suppliers may:

•: terminate their business relationships with us;
•: delay, defer or cease purchasing services from or providing goods or services to us;
•: delay or defer other decisions concerning us, or refuse to extend credit to us;
•: raise disputes under their business arrangements with us or assert purported consent or change of control rights; or
•: otherwise seek to change the terms on which they do business with us.

Any such delays, disputes or changes to terms could seriously harm our business.

Certain affiliations may result in conflicts of interest between us and the former executives and managers of Navig8 Crude Tankers, Inc., all of which are affiliates of the Navig8 Group.

The Navig8 Group consists of Navig8 Limited and its subsidiaries. The managers with which Navig8 Crude or, after the consummation of the 2015 merger, Gener8 Subsidiary, contracts such as Navig8 Shipmanagement Pte Ltd., Navig8 Asia Pte Ltd and VL8 Pool Inc., are subsidiaries of Navig8 Limited. Messrs. Nicolas Busch and Gary Brocklesby are expected to serve as consultants to, and Mr. Busch serves as member of, our Board. Additionally, Mr. Brocklesby is expected to serve as Chairman of, and Mr. Busch is expected to be a voting member of, our Strategic Management Committee. Messrs. Busch and Brocklesby are each members of the board of, and minority beneficial owners of, Navig8 Limited. As a result, conflicts of interest may arise between us and the affiliated entities of the Navig8 Group. Additionally, we cannot be assured that any future agreements and transactions with the affiliates of the Navig8 Group will be on the same terms as those available with unaffiliated third parties or that these agreements or relationships will be maintained at all or will not otherwise impact our agreements and transactions in a manner that is adverse to us or our shareholders.

Further, various contractual agreements between Gener8 Subsidiary, the successor to Navig8 Crude, and the managers affiliated with the Navig8 Group are currently intended to be terminated or renegotiated, subject to agreement on terms. See " Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—VL8 Pool Agreements ," " Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—VL8 Pool Commercial Management Agreement ," " Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—Navig8 Supervision Agreements ," " Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—Navig8 Corporate Administration Agreement ," " Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—Navig8 Technical Management Agreements ," and " Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—Navig8 Project Structuring Agreement ." If the aforementioned agreements are not terminated or successfully renegotiated, we will remain subject to certain contractual or other obligations with Navig8 Group that could adversely impact its business and operations. While the non-binding Navig8 term sheet provides for the termination of certain agreements and modifications to others, this term sheet is not binding and there can be no assurance that the transactions contemplated therein will occur on the same terms currently contemplated or at all. See " Related Party Transactions—Navig8 Non-Binding Term Sheet " for further detail regarding the Navig8 non-binding termsheet.

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Certain agreements entered into by Gener8 Subsidiary with members of the Navig8 Group prior to the 2015 merger may adversely affect or restrict our business.

Certain agreements entered into by Gener8 Subsidiary with members of the Navig8 Group prior to the 2015 merger may adversely affect or restrict our business. For example, time charters by and between VL8 Pool Inc. and Gener8 Subsidiary's 14 newbuilding-owning subsidiaries contain the following provisions: (a) we are subject to continuing seaworthiness and maintenance obligations; (b) VL8 Pool Inc. may put a pool vessel off hire or cancel a charter if the relevant vessel owning subsidiary fails to produce certain documentation within 30 days of demand; (c) VL8 Pool Inc. may put a pool vessel off hire for any delays caused by the vessel's flag or the nationality of her crew; (d) VL8 Pool Inc. has extensive rights to place the vessel off hire and to terminate and redeliver the vessel without penalty in connection with any shortfall in oil majors' approvals or SIRE discharge reports; (e) VL8 Pool Inc. has the right to call for remedy of any breach of representation or warranty within 30 days failing which the vessel may be put off hire; and (f) after 10 days off hire the charter may then be terminated by the charterers. Pursuant to the terms of the Navig8 non-binding term sheet and subject to reaching mutually agreeable terms with Navig8 Group, we expect that these time charters will remain in place. The pool agreements, together with the time charters, provide that each pool vessel shall remain in the VL8 Pool for a minimum period of one year, with each of the newbuilding-owning subsidiaries and VL8 Pool Inc. being entitled to terminate the pool agreement and the time charter by giving 90 days' notice in writing to the other (plus or minus 30 days at the option of VL8 Pool Inc.) at any time after the expiration of the initial 10 month period such pool vessel is in the pool (which may be reduced if there is a firm sale to a third party or, as contemplated by the Navig8 non-binding term sheet, if the pool vessel is to be put onto a time charter of seven months or more duration and provided at least 70% of our fleet of VLCC and Suezmax vessels (as the case may be) remain subject to the pool arrangements) but a pool vessel may not be withdrawn until it has fulfilled its contractual obligations to third parties.

Additionally, the pool agreements by and between VL8 Pool Inc. and Gener8 Subsidiary's 14 newbuilding-owning subsidiaries contain the following provisions: (a) if VL8 Pool Inc. suffers a loss in connection with the pool agreements, it may set off the amount of such loss against the distributions that were to be made to the relevant vessel-owning subsidiary or any working capital repayable pursuant to the agreement; (b) we are currently required to provide working capital of $1,750,000 to VL8 Pool Inc. upon delivery of the vessel into the pool but it is expected that this will be reduced to $1,500,000 pursuant to the terms of the Navig8 non-binding term sheet, which is repayable on the vessel leaving the pool, as well as fund cash calls to be paid within 10 days of demand by the Pool Committee (consisting of representatives from VL8 Pool Inc. and each pool participant); (c) each pool vessel is obligated to remain on hire for 90 days after seizure by pirates but will thereafter be off hire until again available to VL8 Pool Inc.; (d) VL8 Pool Inc. has the right to terminate the vessel's participation in the pool under a wide range of circumstances, including but not limited to (i) the pool vessel is off hire for more than 30 days in a six month period, (ii) the pool vessel is, in the reasonable opinion of VL8 Pool Inc., untradeable to a significant proportion of oil majors for any reason, (iii) insolvency of the relevant vessel-owning subsidiary, (iv) the relevant vessel-owning subsidiary is in breach of the agreement and VL8 Pool Inc., in its reasonable opinion, considers the breach to warrant a cancellation of the agreement or (v) if any relevant vessel-owning subsidiary or an affiliate becomes a sanctioned person; (e) VL8 Pool Inc. has extensive rights to place the vessel off hire and to terminate and redeliver the vessel without penalty in connection with any shortfall in oil major approvals or SIRE discharge reports; (f) VL8 Pool Inc. has no liability to relevant vessel-owning subsidiary for any loss, damage, delay or expense, direct or indirect, including but not limited to loss of profit arising out of or in connection with the detention of or delay to the pool vessel; (g) the vessel-owning subsidiaries have agreed to indemnify VL8 Pool Inc. in respect of all liabilities incurred by VL8 Pool Inc. in performing its obligations under the pool agreements, even if such liabilities are greater than its proportion of the

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pool distributions; and (h) if VL8 Pool Inc. incurs a loss, any uninsured liabilities of the pool vessels could become an expense shared by all pool members.

Additionally, the supervision agreements with Navig8 Shipmanagement Pte Ltd., or "Navig8 Shipmanagement," with regards to the 2015 acquired VLCC newbuildings do not contain the ability to terminate early and, as such, the agreements would be effective until full performance or a termination by default. Under the supervision agreements, the liability of Navig8 Shipmanagement is limited to acts of negligence, gross negligence or willful misconduct and is subject to a cap of $250,000 per vessel, which is less than the fee payable per vessel. The supervision agreements also contain an indemnity in favor of Navig8 Shipmanagement and its employees and agents.

Our future results will suffer if we do not effectively manage our expanded operations following completion of the 2015 merger.

As a result of the 2015 merger, the size of our business has increased significantly and is expected to continue to develop as we take delivery of our VLCC newbuildings. Our future success depends, in part, upon our ability to manage this expanded business, which will pose substantial challenges for our management, including challenges related to the management and monitoring of our expanded operations and associated increased costs and complexity. There can be no assurances that we will be successful or that we will realize the expected efficiencies and other benefits anticipated from the 2015 merger.

Our operating results may fluctuate seasonally.

We operate our vessels in markets that have historically exhibited seasonal variations in tanker demand and, as a result, in charter rates. Tanker markets are typically stronger in the fall and winter months (the fourth and first quarters of the calendar year) in anticipation of increased oil consumption in the Northern Hemisphere during the winter months. Unpredictable weather patterns and variations in oil reserves disrupt vessel scheduling and could adversely impact charter rates.

Because we generate all of our revenues in U.S. Dollars but incur a significant portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations.

We generate all of our revenues in U.S. Dollars, but we may incur a portion of expenses, such as maintenance and dry-docking costs, in currencies other than the U.S. Dollar. This difference could lead to fluctuations in net income due to changes in the value of the U.S. Dollar relative to the other currencies, in particular the Euro. Furthermore, due to the recent sovereign debt crisis in certain European member countries, the U.S. Dollar-Euro exchange rate has experienced volatility. An adverse movement in these currencies could increase our expenses.

An increase in costs could materially and adversely affect our financial performance.

Our vessel operating expenses are comprised of a variety of costs including crew costs, provisions, deck and engine stores, lubricating oil and insurance, many of which are beyond our control. Additionally, repairs and maintenance costs are difficult to predict with certainty and may be substantial. Many of these expenses are not covered by our insurance. Also, costs such as insurance and security could increase. If costs continue to rise, that could materially and adversely affect our cash flows and profitability.

Fuel, or bunker, is a significant, if not the largest, expense for our vessels that will be employed in the spot market. Spot charter arrangements generally provide that the vessel owner or pool operator bear the cost of fuel in the form of bunker, which is a significant vessel operating expense. With respect to our vessels that will be employed on time charter, the charterer is generally responsible for the cost of fuel and with respect to vessels deployed in pools, the pool is generally responsible for the cost of

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fuel. However such cost may affect the charter rates that we or our pool manager are able to negotiate for our vessels and costs incurred by pools may decrease the amount of profits available for distribution to pool participants. Changes in the price of fuel may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Furthermore, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our business compared to other forms of transportation, such as pipelines. On the other hand, a prolonged downturn in oil prices may cause oil companies to cut down production which could negatively impact market demand for global transportation of petroleum products.

Our history of operations includes periods of operating and net losses, and we may incur operating and net losses in the future. Our significant net losses and our significant amount of indebtedness led us to declare bankruptcy in 2011.

For the years ended December 31, 2014 and 2013, we generated operating losses of $17.4 million and $66.9 million respectively, and net losses of $47.1 million and $101.1 million respectively. See " Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations " and the financial statements for the years ended December 31, 2014 and December 31, 2013 included elsewhere in this prospectus for more information regarding our results of operations during these periods. If we continue to suffer operating and net losses, the trading price of our common shares may decline significantly and our business, financial condition and results of operation may be negatively impacted.

On November 17, 2011, which we refer to as the "petition date," we and substantially all of our subsidiaries (with the exception of those in Portugal, Russia and Singapore, as well as certain inactive subsidiaries), which we refer to collectively as the "debtors," filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York, which we refer to as the "Bankruptcy Court," under Case No. 11-15285 (MG), which we refer to as the "Chapter 11 cases." On January 31, 2012, the debtors filed a joint plan of reorganization with the Bankruptcy Court. We refer to the joint plan of reorganization as amended, modified and confirmed by the Bankruptcy Court as the "Chapter 11 plan." The Bankruptcy Court entered an order, which we refer to as the "confirmation order," confirming the Chapter 11 plan on May 7, 2012. Contributing factors to the bankruptcy included the drastic fall of global tanker charter rates in 2007 through 2009 due to the over-supply of tanker capacity and services. Additionally, leverage levels that we believed were reasonable at the time of incurrence based on prevailing vessel values became unsustainable in light of subsequent charter rate declines.

On May 17, 2012, which we refer to as the "effective date," the debtors completed their financial restructuring and emerged from Chapter 11 through a series of transactions contemplated by the Chapter 11 plan, and the Chapter 11 plan became effective pursuant to its terms.

Although we have significantly less interest expense as a result of our emergence from bankruptcy and have decreased our operating and administrative expenses, we may not generate sufficient revenues in future periods to pay for all of our operating or other expenses, which could have a material adverse effect on our business, results of operations and financial condition. As noted above, we generated operating losses for the years ended December 31, 2014 and 2013. In addition, our bankruptcy may have created a negative public perception of our Company in relation to our competitors. As a result, the value of our common shares could be negatively affected.

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We may face unexpected repair costs for our vessels.

Repairs and maintenance costs are difficult to predict with certainty and may be substantial. Many of these expenses are not covered by our insurance. Significant repair expenses could decrease our cash flow and profitability and reduce our liquidity.

Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause.

If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located relative to our vessels' positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition. Furthermore, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs, or loss, which could negatively impact our business, financial condition and results of operations.

Increased inspection procedures, taxes and tighter import and export controls could increase costs and disrupt our business.

International shipping is subject to various security and customs inspections and related procedures in countries of origin and destination. Inspection procedures can result in the seizure of our vessels, delays in the loading, offloading or delivery and the levying of customs, duties, fines and other penalties against us.

It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo impractical. Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.

Our vessels are currently registered under the flags of the Republic of Liberia, the Republic of the Marshall Islands and Bermuda. Additionally, a vessel we have chartered-in pursuant to a time charter currently anticipated to expire in February 2016 is registered under the flag of Hong Kong. Each of these jurisdictions imposes taxes based on the tonnage capacity of each of the vessels registered under its flag. The tonnage taxes imposed by these countries could increase, which would cause the costs of our operations to increase.

We depend on our executive officers and other key personnel.

The loss of the services of any of our key personnel or our inability to successfully attract and retain qualified personnel in the future could have a material adverse effect on our business, financial condition and operating results. Our future success depends particularly on the continued service of Peter C. Georgiopoulos, our Chairman since 2001 and Chief Executive Officer, John Tavlarios, our Chief Operating Officer and Leonard J. Vrondissis, our Chief Financial Officer, and our ability to attract suitable replacements, if necessary. The loss of Peter Georgiopoulos' service or that of any other member of our senior management could have an adverse effect on our operations.

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We rely on our third-party technical managers and on their and our ability to attract and retain skilled employees.

Our success also depends in large part on the ability of our third-party technical managers to attract and retain highly skilled and qualified ship officers and crew. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members is intense. If we are not able to increase our rates to compensate for any crew cost increases, our financial condition and results of operations may be adversely affected. Any inability our third-party technical managers experience in the future to hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business.

Our third-party technical management companies employ masters, officers and crews to man our vessels. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

Our Chairman may pursue business opportunities in our industry that may conflict with our interests.

Our Chairman and Chief Executive Officer, Peter C. Georgiopoulos is not contractually committed to remain as a director or Chief Executive Officer of our company or to refrain from other activities in our industry. Mr. Georgiopoulos actively reviews potential investment opportunities in the shipping industry from time to time. In addition, Mr. Georgiopoulos serves as Chairman of the Board of Aegean Marine Petroleum Network Inc. (NYSE: ANW), a marine fuel logistics company that physically supplies and markets refined marine fuel and lubricants to ships in port and at sea, Genco Shipping & Trading Limited, a drybulk cargo ship owning company, and Baltic Trading Limited (NYSE: BALT), a shipping company focused on the drybulk industry spot market, among other things. While we expect to enter into an employment agreement with Mr. Georgiopoulos, the agreement is expected to require Mr. Georgiopoulos to devote at least 50% of his business time to his duties with us, provided that he will not be prevented from continuing his involvement with certain other businesses with which he is currently involved, including Maritime Equity Management LLC, Genco, Baltic Trading, Aegean Marine Petroleum Network Inc. and Chemical Transportation Group Ltd. In addition, under the agreement, Mr. Georgiopoulos is expected to be required to direct to us any business opportunities involving the international maritime transportation of crude oil or refined products derived from crude oil (excluding bunkering operations). The agreement is expected to provide that Mr. Georgiopoulos will have no fiduciary, contractual or other obligation to direct to us any business opportunity not involving the international maritime transportation of crude oil or refined products derived from crude oil (excluding bunkering operations).

The revenues we earn may be dependent on the success and profitability of any vessel pools in which our vessels operate.

The majority of our revenues for the three months ended March 31, 2015 and 2014, and the years ended December 31, 2014 and 2013 were from vessels deployed in the Unique Tankers pool described in Note 11 to the financial statements for the three months ended March 31, 2015 and 2014, and in Note 14 to the financial statements for the years ended December 31, 2014 and 2013 included elsewhere in this prospectus. On May 7, 2015, we delivered to Unipec a notice of termination under certain of our pool related agreements between Unipec and Unique Tankers. We intend to transition the employment of all of our spot VLCC and Suezmax vessels which are the vessels currently operating in the Unique Tanker pool to existing Navig8 Group commercial crude tanker pools, or the "Navig8 Group's pools". As such, we expect the majority of our revenues to continue to arise from vessels deployed in a limited number of pools.

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Chartering arrangements for vessels deployed in a pool are handled by the commercial manager of the pool. The profitability of our vessels operating in vessel pools will depend upon the pool managers' ability to successfully implement a profitable chartering strategy, which could include, among other things, obtaining favorable charters and employing vessels in the pool efficiently in order to service those charters. The pool's profitability will also depend on minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. Furthermore, should an incident occur that negatively affects a pool's revenues or should a pool underperform, then our profitability will be negatively impacted as a result. Commercial managers of pools typically exercise significant control and discretion over the operation of the pool, and our success and profitability will depend on the success of the pools in which we participate, particularly if we transition to a new pool. If vessels from other owners which enter into pools in which we participate are not of comparable design or quality to our vessels, or if the owners of such other vessels negotiate for greater pool weightings than those obtained by us, this could negatively impact the profitability of the pools in which we participate or dilute our interest in pool profits. If we wish to withdraw a vessel from a pool, we may be required to give advance notice and the agreements we enter into with pools in which we participate may provide the applicable pool the right to defer withdrawal of our vessels. If the commercial manager of the pools in which we participate were to cease serving in such capacity, the pools may not be able to find a replacement commercial manager who will be as successful as the current commercial manager in chartering vessels and who may not have the same customer relationships. Additionally, were we to seek to assume direct commercial management of these vessels, either by choice or because of our failure to negotiate or maintain favorable terms with a profitable and well-managed pool, we may face similar challenges.

During the transition of our vessels to Navig8 Group's pools, we are subject to certain restrictions on our vessel operations pursuant to our existing arrangements with Unipec for the Unique Tankers pool.

We intend to transition the employment of all of our spot VLCC, Suezmax and Aframax vessels to existing Navig8 Group's pools. On May 7, 2015, we delivered to Unipec a notice of termination under certain of our pool related agreements, including the agency agreement with Unipec and Unique Tankers. The notice of termination advised Unipec that these agreements would come to an end on August 5, 2015 or, where on the date of the notice any of our vessels in the Unique Tankers pool was subject to a commitment which would end after August 5, 2015, as regards those vessels, on the date when those commitments were concluded. The withdrawal of our vessels from the Unique Tankers pool may be deferred by the Unique Tankers pool committee if it determines that the contractual commitments of the Unique Tankers pool as of the date of the termination notice cannot be fulfilled if the vessel were to be withdrawn on the requested date. Furthermore, we have agreed that, for the term of the agency agreement between Unique Tankers and Unipec, we are restricted in our operation of VLCCs or Suezmaxes outside of the Unique Tankers pool. We have from time to time been out of compliance with certain aspects of our agreements with Unipec. Unipec has been aware of such non-compliance and has not raised any issues with us in this connection. We do not currently believe that such non-compliance has a material adverse effect on our business or operations.

Additionally, the commercial manager of the Unique Tankers pool has the right to purchase Unique Tankers LLC exercisable at any time before the effective date of termination of the Agency Agreement between Unique Tankers and Unipec. If this option is exercised, our influence over the operation of the Unique Tankers pool may be reduced or lost entirely which may adversely affect any transition of our vessels from the Unique Tankers pool to the Navig8 Group pools. See Note 11 to the financial statements for the three months ended March 31, 2015 and 2014, and Note 14 to the financial statements for the years ended December 31, 2014 and 2013 included elsewhere in this prospectus for further details regarding the Unique Tankers pool and agreements related thereto.

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We receive a significant portion of our revenues from a limited number of customers and pools, and the loss of any customer or the termination of our relationships with these pools could result in a significant loss of revenues and cash flow.

We have derived, and we believe we will continue to derive, a significant portion of our revenues and cash flow from a limited number of customers. For example, during the three months ended March 31, 2015 and 2014, and the years ended December 31, 2014 and 2013, one of our customers, Unipec, accounted for 20.2%, 16.6%, 15.2% and 12.2%, respectively, of our voyage revenues (including revenues from the Unique Tankers pool). In addition, after the transition of our vessels the Navig8 Group's pools, we expect that the majority of our voyage revenues will be derived from the Navig8 Group's pools. If any of our key customers, or the key customers of the pools in which we participate, breach or terminate their charters or renegotiate or renew them on terms less favorable than those currently in effect, or if any significant customer decreases the amount of business it transacts with us or if we lose any of our customers or a significant portion of our revenues, our operating results, cash flows and profitability could be materially adversely affected. Additionally, if we are unable to establish or maintain a commercially favorable relationship with a profitable and well-managed pool, our operating results, cash flows and profitability could be materially adversely affected. There can be no certainty that, after the transition of our vessels from the Unique Tankers Pool to the Navig8 Group's pools, Unipec will continue to provide the same (or any) level of revenues through the use of these vessels.

Shipping is an inherently risky business and our insurance may not be adequate.

Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, business interruptions caused by mechanical failures, human error, grounding, fire, explosions, war, terrorism, piracy and other circumstances or events. Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues or property, environmental damage, higher insurance rates, damage to our customer relationships, market disruptions, delay or rerouting. In addition, the operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage, and the associated costs could exceed the insurance coverage available to us. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high inflammability and high volume of the oil transported in tankers.

We carry insurance to protect against most of the accident-related risks involved in the conduct of our business. We currently maintain $1 billion in coverage for each of our vessels for liability for spillage or leakage of oil or pollution, and also carry insurance covering lost revenue resulting from vessel off-hire for all of our operating vessels, with the exception of the Nave Quasar which is on time charter. Nonetheless, risks may arise against which we are not adequately insured. For example, a catastrophic spill could exceed our insurance coverage and have a material adverse effect on our financial condition. In addition, we may not be able to procure adequate insurance coverage at commercially reasonable rates in the future and we cannot guarantee that any particular claim will be paid. In the past, new and stricter environmental regulations have led to higher costs for insurance covering environmental damage or pollution, and new regulations could lead to similar increases or even make this type of insurance unavailable. Furthermore, even if insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement ship in the event of a loss. We may also be subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability. In addition, our protection and indemnity

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associations may not have enough resources to cover our insurance claims. Our payment of these calls could result in significant expenses to us which could reduce our cash flows and place strains on our liquidity and capital resources.

The risks associated with older vessels could adversely affect our operations.

In general, the costs to maintain a vessel in good operating condition increase as the vessel ages. As of March 31, 2015, the weighted average age by DWT of the 25 operating vessels we own that are in our fleet was 10.6 years, compared to an average age of 10.7 years as of December 31, 2013. Due to improvements in engine technology, older vessels typically are less fuel-efficient than more recently constructed vessels. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.

Governmental regulations, safety or other equipment standards related to the age of tankers may require expenditures for alterations or the addition of new equipment to our vessels, and may restrict the type of activities in which our vessels may engage. We cannot assure you that, as our vessels age, market conditions will justify any required expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives, which we estimate to be 25 years from their build dates. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our revenue will decline and our business, results of operations, financial condition, and cash flow would be adversely affected.

Our results of operations could be affected by natural events in the locations in which our customers operate.

Several of our customers have operations in locations that are subject to natural disasters, such as severe weather and geological events, which could disrupt the operations of those customers and suppliers as well as our operations. Such geological events can cause significant damage and can adversely affect the infrastructure and economy of regions subject to such events, and could cause our customers located in such regions to experience shutdowns or otherwise negatively impact their operations. Upon such an event, some or all of those customers may reduce their orders for crude oil, which could adversely affect our revenue and results of operations. In addition to any negative direct economic effects of such natural disasters on the economy of the affected areas and on our customers and suppliers located in such regions, economic conditions in such regions could also adversely affect broader regional and global economic conditions. The degree to which natural disasters will adversely affect regional and global economies is uncertain at this time. However, if these events cause a decrease in demand for crude oil, our financial condition and operations could be adversely affected.

Consolidation and governmental regulation of suppliers may increase the cost of obtaining supplies or restrict our ability to obtain needed supplies, which may have a material adverse effect on our results of operations and financial condition.

We rely on third-parties to provide supplies and services necessary for our operations, including brokers, equipment suppliers, caterers and machinery suppliers. Recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. With respect to certain items, we are generally dependent upon the original equipment manufacturer for repair and replacement of the item or its spare parts. Such consolidation may result in a shortage of supplies and services thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers to deliver on time. These cost increases or delays could have a material adverse effect on our results of

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operations and result in downtime, and delays in the repair and maintenance of our vessels. Furthermore, many of our suppliers are U.S. companies or non-U.S. subsidiaries owned or controlled by U.S. companies, which means that in the event a U.S. supplier was debarred or otherwise restricted by the U.S. government from delivering products, our ability to supply and service our operations could be materially impacted. In addition, through regulation and permitting, certain foreign governments effectively restrict the number of suppliers and technicians available to supply and service our operations in those jurisdictions, which could materially impact our operations and financial condition.

We are subject to international safety regulations and requirements imposed by classification societies and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operation of our vessels is affected by the requirements set forth in the United Nations' International Maritime Organization's International Management Code for the Safe Operation of Ships and Pollution Prevention, or "ISM Code." The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. We expect that any vessels that we acquire in the future will be ISM Code-certified when delivered to us. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports, including United States and European Union ports.

In addition, the hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention. If a vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable, which will negatively impact our revenues and results from operations.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, and other applicable worldwide anti-corruption laws.

The U.S. Foreign Corrupt Practices Act, or "FCPA," and other applicable worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. These laws include the U.K. Bribery Act, which became effective on July 1, 2011 and which is broader in scope than the FCPA, as it contains no facilitating payments exception. We charter our vessels into some jurisdictions that international corruption monitoring groups have identified as having high levels of corruption. Our activities create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of the FCPA or other applicable anti-corruption laws. Although we have policies, procedures and internal controls in place to monitor compliance, we cannot assure that our policies and procedures will protect us from governmental investigations or inquiries surrounding actions of our employees or agents. If we are found to be liable for violations of the FCPA or other applicable anti-corruption laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from civil and criminal penalties or other sanctions.

We may be subject to U.S. tax on U.S.-source shipping income, which would reduce our net income and cash flows.

If we do not qualify for an exemption pursuant to Section 883, or the "Section 883 exemption," of the U.S. Internal Revenue Code of 1986, as amended, or the "Code," then we will be subject to U.S.

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federal income tax on our shipping income that is derived from U.S. sources. If we are subject to such tax, our results of operations and cash flows would be reduced by the amount of such tax.

We will qualify for the Section 883 exemption if, among other things, (i) our common shares are treated as primarily and regularly traded on an established securities market in the United States or another qualified country, or (ii) we satisfy one of two other ownership tests. We refer to the inquiry under clause (i) of the preceding sentence as the "publicly traded test." Under applicable U.S. Treasury Regulations, the publicly traded test cannot be satisfied in any taxable year in which persons who actually or constructively own five percent or more of our common shares (sometimes referred to as "5% shareholders") own 50% or more of our common shares for more than half the days in such year (sometimes referred to as the "five percent override rule") unless an exception applies.

Upon the consummation of this offering, we believe that our common shares will be primarily and regularly traded on an established securities market in the United States or another qualified country. However, based on the current ownership of our common shares, 5% shareholders may own 50% or more of our common shares for more than half of 2015. As a result, the five percent override rule may apply, and we believe that we would have significant difficulty in satisfying an exception thereto. It is also not clear whether we will satisfy one of the other two ownership tests. Thus, we may not qualify for the Section 883 exemption in 2015. Even if we do qualify for the Section 883 exemption in 2015, there can be no assurance that changes and shifts in the ownership of our common shares by 5% shareholders will not preclude us from qualifying for the Section 883 exemption in future taxable years. If we do not qualify for the Section 883 exemption, our gross shipping income derived from U.S. sources, i.e., 50% of our gross shipping income attributable to transportation beginning or ending in the United States (but not both beginning and ending in the United States), would generally be subject to a four percent tax without allowance for deductions. Assuming that there is no material change to the source of our income or the nature of our activities and other operations, we do not expect the effect on the Company of this tax for 2015 to be materially different than for 2013 or 2014, subject to any fluctuation as a result of changes in charter rates.

U.S. tax authorities could treat us as a "passive foreign investment company," which could have adverse U.S. federal income tax consequences to U.S. shareholders.

A non-U.S. corporation generally will be treated as a "passive foreign investment company," or a "PFIC," for U.S. federal income tax purposes if, after applying certain look-through rules, either (i) at least 75% of its gross income for any taxable year consists of "passive income" or (ii) at least 50% of the average value or, in certain circumstances, adjusted bases of its assets (determined on a quarterly basis) produce or are held for the production of "passive income." We refer to assets which produce or are held for production of "passive income" as "passive assets."

For purposes of these tests, "passive income" generally includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, as defined in applicable U.S. Treasury Regulations. Passive income does not include income derived from the performance of services. By contrast, rental income would generally constitute passive income unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business. In this regard, we intend to take the position that the gross income we derive or are deemed to derive from our time and spot chartering activities as services income, rather than rental income. Accordingly, we believe that (i) our income from time and spot chartering activities does not constitute passive income and (ii) the assets that we own and operate in connection with the production of that income do not constitute passive assets.

While there is no direct legal authority under the PFIC rules addressing our method of operation, there is some legal authority supporting the characterization of income derived from time and spot

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charters as services income for other tax purposes. However, there is also legal authority, which characterizes time charter income as rental income rather than services income for other tax purposes.

Based on our existing operations and our view that income from time and spot chartered vessels is services income rather than rental income, we intend to take the position that we are not now and have never been a PFIC with respect to any taxable year. Although there is legal authority to the contrary, as noted above, our counsel, Kramer Levin Naftalis & Frankel LLP, is of the opinion that, based on applicable law, including the Code, legislative history, published revenue rulings and court decisions, and representations we have made to them regarding the composition of our assets, the source of our income and the nature of our activities and other operations following this offering, and assuming that there is no material change to the composition of our assets, the source of our income or the nature of our activities and other operations, we should not be a PFIC in 2015 or any future taxable year.

No assurance can be given that the IRS or a court of law will accept our position and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover because there are uncertainties in the application of the PFIC rules and PFIC status is determined annually and is based on the composition of a company's income and assets (which are subject to change), we can provide no assurance that we will not become a PFIC in any future taxable year.

If we were to be treated as a PFIC for any taxable year (and regardless of whether we remain as a PFIC for subsequent taxable years), our U.S. shareholders would be subject to a disadvantageous U.S. federal income tax regime with respect to distributions received from us and gain, if any, derived from the sale or other disposition of our common shares. These adverse tax consequences to shareholders could negatively impact our ability to issue additional equity in order to raise the capital necessary for our business operations.

For more information, see " Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—PFIC Status. "

We could be negatively impacted by future changes in applicable tax laws, or our inability to take advantage of favorable tax regimes.

We may be subject to income or non-income taxes in various jurisdictions, including those in which we transact business, own property or reside. We may be required to file tax returns in some or all of those jurisdictions. Our U.S. state or local or non-U.S. tax treatment may not conform to the U.S. federal income tax treatment discussed below under "Material U.S. Federal Income Tax Considerations." We may be required to pay non-U.S. taxes on dispositions of non-U.S. property, or operations involving non-U.S. property may give rise to non-U.S. income or other tax liabilities in amounts that could be substantial.

Our tax position could be adversely impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by any tax authority. The various tax regimes to which we are currently subject result in a relatively low effective tax rate on our world-wide income. These tax regimes, however, are subject to change, possibly with retroactive effect. Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future law. For example, there have been legislative proposals that, if enacted, could change the circumstances under which we would be treated as U.S. persons for U.S. federal income tax purposes, which could materially and adversely affect our effective tax rate and cash tax position and require us to take action, at potentially significant expense, to seek to preserve our effective tax rate and cash tax position. We cannot predict the outcome of any specific legislative proposals.

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We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.

We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, securities litigation, and other litigation that arises in the ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent, which may have a material adverse effect on our financial condition.

In November 2008, a jury in the Southern District of Texas found General Maritime Management (Portugal) L.D.A., one of our subsidiaries which we refer to as "GMM Portugal," and two vessel officers of one of our vessels guilty of violating the Act to Prevent Pollution from Ships and 18 USC 1001. The conviction resulted from charges based on alleged incidents occurring on board such vessel arising from potential failures by shipboard staff to properly record discharges of bilge waste during the period of November 24, 2007 through November 26, 2007. Pursuant to the sentence imposed by the court in March 2009, we paid a $1 million fine in April 2009 and were subject to a probationary period of five years which concluded in March 2014.

Risk Factors Related To Our Financings

We have incurred significant indebtedness which could affect our ability to finance our operations, pursue desirable business opportunities and successfully run our business in the future, and therefore make it more difficult for us to fulfill our obligations under our indebtedness.

We have substantial debt. As of March 31, 2015, we had indebtedness outstanding of $794.7 million and shareholders' equity of $548.6 million. Our outstanding long-term indebtedness as of March 31, 2015 included $241.6 million principal amount of indebtedness under the $273M credit facility, $414.6 million principal amount of indebtedness under the $508M credit facility and $138.5 million of indebtedness in the form of our senior notes (which amount reflects accrual of payment-in-kind interest of $13.1 million and is net of unamortized original issue discount of $6.2 million). Our senior secured credit facilities mature in 2017 and our senior notes are due in 2020 (see repayment schedule under " Description of Indebtedness—Amortization "). In accordance with our growth strategy, we intend to pursue additional debt financing opportunistically to help fund the growth of our business, subject to market and other conditions. Based on our pro forma capitalization at March 31, 2015 after giving effect to assumptions made relating to this offering and an associated partial repayment of $87 million of our outstanding indebtedness and our expected entry into the Refinancing Facility, we will have indebtedness outstanding of $708 million and shareholders' equity of $ , including $570 million of principal amount under the Refinancing Facility and $138 million of principal amount of senior notes. Additionally, we intend to secure additional debt financing to fund a portion of the remaining installment payments on our VLCC newbuildings. Our substantial indebtedness and interest expense could have important consequences to us, including:

•: limiting our ability to use a substantial portion of our cash flow from operations in other areas of our business, including for working capital, capital expenditures and other general business activities, because we must dedicate a substantial portion of these funds to service our debt;
•: requiring us to seek to incur further indebtedness in order to make the capital expenditures and other expenses or investments planned by us to the extent our future cash flows are insufficient;

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•: limiting our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions and the execution of our growth strategy, and other expenses or investments planned by us;
•: limiting our flexibility and our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation, our business and our industry;
•: limiting our ability to satisfy our obligations under our indebtedness (which could result in an event of default and acceleration if we fail to comply with the requirements of our indebtedness);
•: increasing our vulnerability to a downturn in our business and to adverse economic and industry conditions generally;
•: placing us at a competitive disadvantage as compared to our competitors that are less leveraged;
•: limiting our ability, or increasing the costs, to refinance indebtedness; and
•: limiting our ability to enter into hedging transactions by reducing the number of counterparties with whom we can enter into such transactions as well as the volume of those transactions.

Our current credit facilities and the note purchase agreement governing the senior notes restrict our ability to use our cash. Among other restrictions, our current credit facilities restrict our ability to make capital expenditures other than maintenance capital expenditures, or vessel acquisitions or other capital expenditures not in the ordinary course of business using net cash proceeds from equity offerings. Additionally, our current credit facilities and the note purchase agreement governing the senior notes prohibit us from declaring or paying dividends to our shareholders.

The limitations described above could have a material adverse effect on our business, financial condition, results of operations, prospects, and ability to satisfy our obligations under our indebtedness.

We may incur significantly more indebtedness, which could further increase the risks associated with our indebtedness and prevent us from fulfilling our obligations under our current credit facilities and the senior notes.

Despite our current level of indebtedness, our current credit facilities and the note purchase agreement governing the senior notes permit us to incur significant additional indebtedness in the future, as well as to refinance existing indebtedness, subject to specified limitations. If new indebtedness is added to our and our subsidiaries' current debt levels, the related risks that we and they face would be increased, and we may not be able to meet all our debt obligations, in whole or in part.

We may not be able to generate sufficient cash to service all of our indebtedness.

We expect our earnings and cash flow to vary significantly from year to year due to the cyclical nature of our industry and our chartering strategy. In addition, we intend to incur a significant amount of additional debt to finance our newbuildings. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods. Additionally, our future cash flow may be insufficient to meet our debt obligations and commitments. Any insufficiency could negatively impact our business. A range of economic, competitive, financial, business, industry and other factors will affect our future financial performance, and, as a result, our ability to generate cash flow from operations and to pay our debt. Many of these factors, such as charter rates, economic and financial conditions in our industry and the global economy or competitive initiatives of our competitors, are beyond our control. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:

•: refinancing or restructuring our debt;

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•: selling tankers, newbuildings or other assets;
•: reducing or delaying investments and capital expenditures; or
•: seeking to raise additional capital.

However, we cannot assure you that undertaking alternative financing plans, if necessary, would be successful in allowing us to meet our debt obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

Our inability to generate sufficient cash flow to satisfy our debt obligations, or to obtain alternative financing, could materially and adversely affect our business, financial condition, results of operations and prospects.

Our current credit facilities and the note purchase agreement for the senior notes impose significant operating and financial restrictions that may limit our ability to operate our business.

Our current credit facilities and the note purchase agreement for the senior notes impose significant operating and financial restrictions on us and our restricted subsidiaries. These restrictions will limit our ability and the ability of our restricted subsidiaries to, among other things, as applicable:

•: incur additional debt;
•: pay dividends or make other restricted payments, including certain investments;
•: create or permit certain liens;
•: sell tankers or other assets;
•: engage in certain transactions with affiliates; and
•: consolidate or merge with or into other companies, or transfer all or substantially all of our assets or the assets of our restricted subsidiaries.

These restrictions could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities.

In addition, the current credit facilities require us to comply with various collateral maintenance and financial covenants, including with respect to our minimum cash balance and an interest expense coverage ratio covenant. The current credit facilities and the note purchase agreement for the senior notes require us to comply with a number of customary covenants, including covenants related to the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag and class of the collateral vessels (solely in the case of our current credit facilities); restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on transactions with affiliates; and other customary covenants.

We cannot assure you that we will meet these ratios or satisfy these covenants. For example, the vessel valuations we received in May, August and November 2013 indicated that we did not comply with certain of our collateral maintenance covenants under the senior secured credit facilities. The senior secured credit facilities prohibit us from electing an interest period other than one month when we are not in compliance with our covenants. On August 27, 2013, we obtained a waiver of such

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restriction from the lenders to permit us to select a three month interest period commencing on August 30, 2013. On November 29, 2013, the lenders agreed to waive, as of December 13, 2013, existing events of default related to our failure to comply with certain of our collateral maintenance covenants, potential events of default for failure to comply with the minimum cash balance covenant arising from the funding of interest payments due on November 29, 2013 and any related defaults or events of default. Additionally, on December 21, 2012, the lenders agreed to an amendment of the senior secured credit facilities, which, among other things, amended our collateral maintenance covenants, such that defaults then existing under such covenants were eliminated.

We cannot assure you that we will meet these ratios in the future or satisfy these covenants or that our lenders will waive any future failure to do so. A breach of any of the covenants in, or our inability to maintain the required financial ratios under these instruments could result in a default under these instruments. See " Description of Indebtedness—Senior secured credit facilities " for further information. If a default occurs under any debt instrument, the lenders could elect to declare that debt, together with accrued interest and other fees, to be immediately due and payable and proceed against the collateral securing that debt, which, in the case of the current credit facilities, constitutes all or substantially all of our assets, including our rights in the mortgaged vessels and their charters.

Fluctuations in the market value of our fleet may adversely affect our liquidity and may result in breaches under our financing arrangements and sales of vessels at a loss.

The market value of vessels fluctuates depending upon general economic and market conditions affecting the tanker industry, the number of tankers in the world fleet, the price of constructing new tankers, or newbuildings, types and sizes of tankers, and the cost of other modes of transportation. The market value of our fleet may decline in the event of a downswing in the historically cyclical shipping industry or as a result of the aging of our fleet. Declining tanker values could affect our ability to raise cash by limiting our ability to refinance vessels and thereby adversely impact our liquidity. In addition, declining vessel values could result in the requirement to repay outstanding amounts or a breach of loan covenants, which could give rise to an event of default under our debt instruments.

Our current credit facilities require us to comply with collateral maintenance covenants under which the market value of our vessels must remain at or above a specified percentage of the total commitment amount under the applicable instrument. If we are unable to maintain this required collateral maintenance ratio, we may be prevented from borrowing additional money under the applicable instrument, or we may default under the applicable instrument. If a default occurs, the lenders could elect to declare the debt, together with accrued interest and other fees, to be immediately due and payable and proceed against the collateral securing the debt, which, in the case of our current credit facilities, constitutes substantially all of our assets.

If we default on our obligations to pay any of our indebtedness or otherwise default under the agreements governing our indebtedness, lenders could accelerate such debt and we may be subject to restrictions on the payment of our other debt obligations or cause a cross-default or cross-acceleration.

Any default under the agreements governing our indebtedness that is not waived by the required lenders or holders of such indebtedness, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on other debt instruments and substantially decrease the market value of such debt instruments. If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in any agreement governing our indebtedness, we would be in default under the terms of the agreements governing such indebtedness. In the event of such default:

•: the lenders or holders of such indebtedness could elect to terminate any commitments thereunder, declare all the funds borrowed thereunder to be due and payable and, if not

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promptly paid, in the case of our secured debt, institute foreclosure proceedings against our assets;

•: even if those lenders or holders do not declare a default, they may be able to cause all of our available cash to be used to repay the indebtedness owed to them; and
•: such default could cause a cross-default or cross-acceleration under our other indebtedness.

As a result of such default and any actions the lenders may take in response thereto, we could be forced into bankruptcy or liquidation.

An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

Our debt under our current credit facilities bears interest at a variable rate. We may also incur indebtedness in the future with variable interest rates. As a result, an increase in market interest rates would increase the cost of servicing our debt and could materially reduce our profitability and cash flows. The impact of such an increase would be more significant for us than it would be for some other companies because of our substantial debt and because we do not currently hold any interest rate swaps.

LIBOR rates have recently been volatile, with the spread between those rates and prime lending rates widening significantly at times. These conditions are the result of the recent disruptions in the international credit markets. Because the interest rates borne by amounts that we may drawdown under our credit facilities fluctuate with changes in the LIBOR rates, if this volatility were to continue, it would affect the amount of interest payable on amounts that we were to drawdown from our credit facility, which in turn, would have an adverse effect on our profitability, earnings and cash flow.

Risks Related To This Offering And Our Common Shares

There is no guarantee that an active and liquid public market for our common shares will develop.

Prior to this offering, there has not been a public market for our common shares since May 17, 2012. The initial public offering price will be determined in negotiations between the representatives of the underwriters and us and may not be indicative of prices that will prevail in the trading market. The tanker industry has been highly unpredictable and volatile, and the market for common shares in this industry may be equally volatile. A liquid trading market for our common shares may not develop.

In the absence of a liquid public trading market:

•: you may not be able to liquidate your investment in our common shares;
•: you may not be able to resell your shares at or above the initial public offering price;
•: the market price of our common shares may experience significant price volatility; and
•: there may be less efficiency in carrying out your purchase and sale orders.

The price of our common shares after this offering may be volatile.

The price of our common shares may fluctuate due to a variety of factors, including:

•: actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;
•: mergers and strategic alliances in the tanker industry;
•: market prices and conditions in the tanker and oil industries;
•: changes in government regulation;

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•: potential or actual military conflicts or acts of terrorism;
•: natural disasters affecting the supply chain or demand for crude oil or petroleum products;
•: the failure of securities analysts to publish research about us after this offering, or shortfalls in our operating results from levels forecast by securities analysts;
•: announcements concerning us or our competitors; and
•: the general state of the securities market.

As a result of these factors, investors in our common shares may not be able to resell their shares at or above the initial offering price. These broad market and industry factors may materially reduce the market price of our common shares, regardless of our operating performance.

We may issue additional common shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our common shares.

We may issue additional common shares or other equity securities of equal or senior rank in the future in connection with, among other things, future vessel acquisitions, repayment of outstanding indebtedness or our equity incentive plan, without shareholder approval, in a number of circumstances.

Our issuance of additional common shares or other equity securities of equal or senior rank would have the following effects:

•: our existing shareholders' proportionate ownership interest in us will decrease;
•: the relative voting strength of each previously outstanding common share may be diminished; and
•: the market price of our common shares may decline.

Certain large shareholders own, and, following this offering, are expected to continue owning, a significant percentage of the voting power of our common shares, and as a result could be able to exert significant influence over us.

Certain large shareholders and their affiliates own a significant percentage of the voting power of our issued and outstanding common shares. For example, Oaktree, BlueMountain, Avenue, Aurora, Monarch, BlackRock and Navig8 Limited and/or their respective investment entities or affiliates own approximately 19.4%, 12.1%, 11.1%, 9.6%, 8.2%, 8.2% and 5.5%, respectively, of our outstanding common shares. Following the consummation of this offering, these shareholders are expected to own approximately %, %, %, %, %, %, and %, respectively, or %, %, %, %, %, %, and %, respectively, if the underwriters' over-allotment option is exercised in full. As a result these shareholders may be able to exert significant influence over the actions of our Board, the election of directors and other matters that require shareholder approval. Five out of the seven members of our Board prior to the consummation of the offering have been designated by certain of these shareholders pursuant to the 2015 shareholders agreement, and, while the 2015 shareholders agreement will terminate upon consummation of this offering, each of the directors immediately prior to the consummation of this offering were offered the opportunity to continue to serve as a director following the consummation of this offering. The interests of these shareholders may be different from that of other shareholders, and their large aggregate percentage ownership may result in them being able to exert substantial influence over us and may have effects such as delaying or preventing a change in control of the Company that may be favored by other shareholders or preventing transactions in which shareholders might otherwise recover a premium for their shares over their market prices.

In addition, our significant concentration of share ownership may adversely affect the trading price of our common shares because investors may perceive disadvantages in owning shares in companies

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with significant shareholders. Furthermore, certain large shareholders have certain registration rights described elsewhere in this prospectus (see " Related Party Transactions" and " Shares Eligible for Future Sale—Registration Rights ") and the registration and sale to the public of a large number of common shares may have the immediate effect of reducing the trading price of our common shares. We have other significant shareholders that could exert influence over us. See " Principal Shareholders " for more information regarding our share ownership.

Future sales of our common shares, or the perception in the public markets that these sales may occur, may depress the price of our common shares.

Additional sales of a substantial number of our common shares in the public market after this offering, or the perception that such sales may occur, could have a material adverse effect on the price of our common shares and could materially impair our ability to raise capital through the sale of additional shares. Upon completion of this offering, we expect to have shares of common stock issued and outstanding, assuming that the underwriters do not exercise any portion of their over-allotment option in this offering, excluding any RSUs expected to be granted in connection with the pricing of this offering. See " Executive Compensation—2012 Equity Incentive Plan " for further information. The shares of common stock offered in this offering will be freely tradable without restriction under the Securities Act of 1933, as amended, or the "Securities Act," except for any shares that may be held or acquired by our directors, executive officers and other affiliates (as that term is defined in the Securities Act), which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available. The issuance of our common stock to our general unsecured creditors pursuant to the Chapter 11 plan was exempt from the registration requirements of the Securities Act pursuant to Section 1145 of the Bankruptcy Code. As a result, after giving effect to this offering, common shares, or % of our outstanding common shares, which amount includes 200,011 shares set aside for issuance to general unsecured creditors pursuant to the chapter 11 plan and an estimated shares being sold in this offering, will be freely tradable, except for shares held by our directors, executive officers and other affiliates. The sale of such shares in the public market, or the perception that these sales may occur, could cause the market price of our common stock to decrease significantly.

The remaining 64,790,324 outstanding shares, or % of our outstanding shares after giving effect to this offering, will consist of:

•: 4,750,271 shares issued to Oaktree pursuant to the Chapter 11 plan in exchange for the conversion of secured claims, which we refer to as the "Oaktree conversion shares";
•: 5,050,289 shares issued to Oaktree pursuant to the Chapter 11 plan in exchange for a $175.0 million investment, which we refer to as the "Oaktree investment shares";
•: 23,272,623 restricted securities, which we refer to as the "private placement shares," issued to various investors in private placements since our emergence from bankruptcy prior to the 2015 merger; and
•: 31,717,141 restricted securities which we refer to as the "2015 merger shares," including an estimated 31,233,170 shares issued or estimated to be issued to Navig8 Crude's former shareholders as merger consideration and 483,971 shares issued to commitment parties under the 2015 equity purchase agreement as a commitment premium described below under " Related Party Transactions—2015 Merger Related Transactions—2015 Equity Purchase Agreement ".

The issuance of the Oaktree investment shares, the private placement shares and the 2015 merger shares was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and these shares are restricted securities. The issuance of the Oaktree conversion shares was exempt from the registration requirements of the Securities Act pursuant to Section 1145 of

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the Bankruptcy Code. As of the date of this prospectus, Oaktree has not sold any of the Oaktree conversion shares or any of the Oaktree investment shares, although these shares, the private placement shares and the 2015 merger shares are eligible for sale under Rule 144 and any shares sold thereunder will be freely tradable without restriction under the Securities Act, except for any shares that may be held or acquired by our directors, executive officers and other affiliates. See " Shares Eligible for Future Sale " for more information regarding the restrictions on selling our common shares after this offering. Sales by our existing shareholders of a substantial number of shares in the public market, or the perception that these sales might occur, could cause the market price of our common stock to decrease significantly.

We intend to file a registration statement under the Securities Act to register common shares expected to be reserved for issuance under our 2012 Equity Incentive Plan, including 1.7 million RSUs expected to be granted in connection with the pricing of this offering. Immediately prior to effectiveness of the registration statement of which this prospectus is a part, there were options outstanding under our 2012 Equity Incentive plan to purchase a total of 343,662 common shares, all of which were exercisable immediately and are expected to be surrendered and cancelled in connection with the pricing of this offering. Shares issued under the 2012 Equity Incentive Plan, including upon the exercise of options or as a result of the issuance of shares pursuant to the vesting of RSUs, after the effective date of the registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to directors, executive officers and other affiliates and the lock-up agreements described below.

Pursuant to the 2015 registration agreement described elsewhere in this prospectus (see " Related Party Transactions" and " Shares Eligible for Future Sale—Registration Rights "), certain shareholders have certain demand and piggyback rights that may require us to file registration statements registering their common shares or to include sales of such common shares in registration statements that we may file for ourselves or other shareholders. Any common shares sold under these registration statements will be freely tradable in the public market. In the event such registration rights are exercised and a large number of common shares are sold in the public market, such sales could reduce the trading price of our common stock. These sales also could impede our ability to raise future capital. Additionally, we will bear all expenses in connection with any such registrations, except that the selling shareholders will be responsible for their pro rata shares of underwriters' commissions and discounts.

We and each of our executive officers and directors and certain shareholders have agreed with the underwriters that for a period of 180 days after the date of this prospectus, we and they will not offer, sell, assign, transfer, pledge, contract to sell or otherwise dispose of or hedge any of our common stock, or any options or warrants to purchase any of our common stock or any securities convertible into or exchangeable for our common shares, subject to specified exceptions. Additionally, pursuant to our Third Amended and Restated Articles of Incorporation, all shareholders prior to this offering are bound by similar restrictions for a period of 180 days after the date of this prospectus. Citigroup Global Markets Inc. and UBS Securities LLC may, in their discretion, at any time without prior notice, release all or any portion of the common shares from the restrictions in any such agreement. See " Underwriting (Conflicts of Interest) " for more information. All of our common shares outstanding as of the date of this prospectus may be sold in the public market by existing shareholders 181 days after the date of this prospectus, subject to applicable volume and other limitations imposed under United States securities laws. Because all or substantially all of the 200,011 shares allocated to our general unsecured creditors pursuant to our Chapter 11 plan are registered in the name of Cede & Co. as nominee for The Depository Trust Company, and due to the administrative burden of imposing transfer restrictions on these shares, we have requested and the underwriters have agreed to exclude any of these 200,011 shares which are held by Cede & Co. from the transfer restrictions in our articles of incorporation described above.

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We will incur increased costs and obligations as a result of being a public company and our management will be required to devote substantial time to complying with public company regulations.

As a privately held company, we were not required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past, particularly after we are no longer an "emerging growth company" as defined under the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act of 2002, as amended, or the "Sarbanes-Oxley Act," the JOBS Act, and the rules and regulations of the U.S. Securities and Exchange Commission, or the "SEC," and the New York Stock Exchange, or the "NYSE," have created uncertainty for public companies and increased our costs and the time that our board of directors and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenue generating activities.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management's attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

For as long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." We may remain an "emerging growth company" for up to five fiscal years or until such earlier time that we have more than $1.0 billion in annual revenues, have more than $700.0 million in market value of our common shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three year period. Further, there is no guarantee that the exemptions available to us under the JOBS Act will result in significant savings. To the extent we choose not to use exemptions from various reporting requirements under the JOBS Act, we will incur additional compliance costs, which may impact earnings.

As an "emerging growth company," we cannot be certain if the reduced disclosure requirements applicable to "emerging growth companies" will make our common shares less attractive to investors.

We are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to obtain an assessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Additionally, in the registration statement, of which this prospectus forms a part, we are permitted to provide only two years of audited financial statements (in addition to any required unaudited interim financial statements) with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure and selected/historical financial data.

We have elected in this prospectus to take advantage of the scaled disclosure related to financial statement presentation, including with respect to disclosure under "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure and selected/historical financial

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data. We have also elected in this prospectus to take advantage of scaled disclosure related to executive compensation. We may continue to take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us as long as we continue to qualify as an emerging growth company. It is possible that some investors could find our common stock less attractive because we have and may continue to take advantage of these reduced requirements. If some investors find our common stock less attractive, there may be a less active trading market for our common stock and our stock price may be more volatile.

Pursuant to the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we are an "emerging growth company."

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we file with the SEC after the consummation of this offering, and generally requires a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, under the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an "emerging growth company." We could be an "emerging growth company" for up to five fiscal years.

If we do not develop and implement all required accounting practices and policies, we may be unable to provide the financial information required of a U.S. publicly traded company in a timely and reliable manner.

Prior to this offering, we were not required to adopt or maintain all of the financial reporting and disclosure procedures and controls required of a U.S. publicly traded company because we were a privately held company. We expect that the implementation of all required accounting practices and policies will increase our operating costs and could require time and resources from our management and employees. If we fail to develop and maintain effective internal controls and procedures and disclosure procedures and controls, we may be unable to provide financial information and required SEC reports that a U.S. publicly traded company is required to provide in a timely and reliable fashion. Any such delays or deficiencies could penalize us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources and hurt our reputation and could thereby impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in our failure to meet the requirements for continued listing of our common shares on the NYSE.

Our internal control over financial reporting is not currently required to meet the standards required by Section 404 of the Sarbanes-Oxley Act of 2002, but failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act in the future could have a material adverse effect on our business and share price.

As a privately held company, we have not been required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act. We anticipate being required to meet these standards in the course of preparing our consolidated financial statements as of and for the year ending December 31, 2016, and our management will be required to report on the effectiveness of our internal control over financial reporting for such year. Additionally, once we are no longer an "emerging growth company," our independent registered public accounting firm may be required to attest to the effectiveness of our internal control over financial reporting on an annual basis. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

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In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the implementation of any remediation of control deficiencies and receiving a favorable attestation in connection with the attestation provided by our independent registered public accounting firm. Furthermore, failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and share price and could limit our ability to report our financial results accurately and timely.

You will experience immediate and substantial dilution of $ per common share.

The assumed initial public offering price of $ per common share, which represents the midpoint of the price range set forth on the cover of this prospectus, exceeds the pro forma net tangible book value per common share (after giving effect to the 2015 merger and related transactions, the expected surrender and cancellation of the outstanding options under the 2012 Equity Incentive Plan and the expected vesting and settlement of a portion of the RSUs expected to be granted thereunder in connection with the pricing of this offering, this offering and the application of the net proceeds therefrom as described under " Use of Proceeds, " as if each of these transactions occurred on March 31, 2015) immediately after this offering. Based on an assumed initial public offering price of $ per common share, which represents the midpoint of the price range set forth on the cover of this prospectus, you will incur immediate and substantial dilution of $ per share upon the consummation of this offering.

See " Dilution " for more information regarding the dilution that you will experience upon the completion of this offering.

You may experience substantial dilution if any claims are made by General Maritime's or Navig8 Crude's former shareholders pursuant to the 2015 merger agreement.

In connection with the 2015 merger agreement, until twenty four months following the anniversary of the closing of the 2015 merger, we are required, subject to a maximum amount of $75 million and a deductible of $5 million, to indemnify and defend General Maritime's or Navig8 Crude's shareholders, in each case immediately prior to the 2015 merger, in respect of certain losses arising from inaccuracies or breaches in the representations and warranties of, or the breach prior to the closing of the 2015 merger by, Navig8 Crude and General Maritime, respectively. Any amounts payable pursuant to such indemnification obligation shall be satisfied by the issuance of shares of our common stock with a fair market value equal to the amount of the indemnified loss. If we are required to issue shares pursuant to these obligations, you may experience substantial dilution.

Our shareholders may be subject to additional dilution as a result of additional offerings.

We may issue additional shares in the future. To the extent that an existing shareholder does not purchase additional shares that we may issue in any such future transaction, that shareholder's interest in our company will be diluted, which means that its percentage of ownership in our company will be reduced. Following such a reduction, that shareholder's common stock would represent a smaller percentage of the vote in our Board of Directors' elections and other shareholder decisions.

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Certain provisions of our amended and restated articles of incorporation, which we refer to as our articles of incorporation, our bylaws and certain agreements to which we are party may make it difficult for shareholders to change the composition of our board of directors and may discourage, delay or prevent a merger or acquisition that some shareholders may consider beneficial.

Certain provisions of our articles of incorporation and bylaws may have the effect of delaying or preventing changes in control if our board of directors determines that such changes in control are not in our best interests or in the best interests of our shareholders. The provisions in our articles of incorporation and bylaws include, among other things, those that:

•: provide for a classified board of directors with three-year staggered terms;
•: authorize our board of directors to issue preferred shares and to determine the price and other terms, including preferences and voting rights, of those shares without shareholder approval;
•: establish advance notice procedures for nominating directors or presenting matters at shareholder meetings;
•: authorize the removal of directors only for cause and only upon the affirmative vote of the holders of at least 80% of the outstanding shares entitled to vote for those directors;
•: allow only our board of directors to fill vacancies on our board of directors;
•: prohibit us from engaging in a "business combination" with an "interested shareholder" for a period of three years after the date of the transaction in which the person became an interested shareholder unless certain provisions are met;
•: prohibit cumulative voting in the election of directors;
•: prohibit shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;
•: limit the persons who may call special meetings of shareholders; and
•: require a super-majority to amend certain provisions of our bylaws and our articles of incorporation.

While these provisions have the effect of encouraging persons seeking to acquire control of our company to negotiate with our board of directors, they could enable the board of directors to hinder or frustrate a transaction that some, or a majority, of the shareholders may believe to be in their best interests and, in that case, may prevent or discourage attempts to remove and replace incumbent directors.

These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our board of directors, which is responsible for appointing the members of our management. See " Description of Our Capital Stock " for more information.

We have no present intention to pay dividends and are currently restricted from paying dividends on our common shares.

We have not declared or paid any dividends since the fourth quarter of 2010. Moreover, pursuant to restrictions under our debt instruments, we are currently prohibited from paying dividends. We do not anticipate declaring or paying cash dividends to holders of our common shares in the near term. We currently intend to retain future earnings, if any, for use in the operation and expansion of our business. We may, however, adopt in the future a policy to make cash dividends. Any future dividend policy is within the discretion of our board of directors. However, any future payment of dividends may continue to be restricted by the covenants contained in our debt instruments. Any determination to pay

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or not pay cash dividends will also depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory and contractual restrictions on our ability to pay dividends and other factors our board of directors may deem relevant. In addition, Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the shares), when a company is insolvent or if the payment of the dividend would render the company insolvent.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate or bankruptcy law and, as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

Our corporate affairs are governed by our amended and restated articles of incorporation and bylaws and by the Republic of the Marshall Islands Business Corporations Act. The provisions of the Republic of the Marshall Islands Business Corporations Act resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the Republic of the Marshall Islands Business Corporations Act. For example, the rights and fiduciary responsibilities of directors under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Although the Republic of the Marshall Islands Business Corporations Act does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.

It may be difficult to enforce a U.S. judgment against us, our officers and our directors because we are a foreign corporation.

We are incorporated in the Republic of the Marshall Islands and most of our subsidiaries are organized in the Republic of Liberia and the Republic of the Marshall Islands. Substantially all of our assets and those of our subsidiaries are located outside the United States. As a result, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based upon these laws.

Certain provisions in our financing agreements could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common stock.

Our current credit facilities and the note purchase agreement governing the senior notes impose restrictions on changes of control of our company and our ship-owning subsidiaries. Under our current credit facilities and the note purchase agreement governing our senior notes, a change of control would be an event of default, such that lender consent or repayment in full of the obligations thereunder would be required. The note purchase agreement governing the senior notes would either require that we obtain the noteholders' consent prior to any change of control or that we make an offer to redeem the notes before a change of control can take place.

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FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this prospectus contains forward-looking statements. These forward-looking statements are based on management's current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this prospectus are the following: (i) loss or reduction in business from our significant customers; (ii) the failure of our significant customers, pool managers or technical managers to perform their obligations owed to us; (iii) the loss or material downtime of significant vendors and service providers; (iv) our failure, or the failure of the commercial managers of any pools in which our vessels participate, to successfully implement a profitable chartering strategy; (v) changes in demand; (vi) a material decline or prolonged weakness in rates in the tanker market; (vii) changes in production of or demand for oil and petroleum products, generally or in particular regions; (viii) greater than anticipated levels of tanker newbuilding orders or lower than anticipated rates of tanker scrapping; (ix) changes in rules and regulations applicable to the tanker industry, including, without limitation, legislation adopted by international organizations such as the IMO and the European Union or by individual countries; (x) actions taken by regulatory authorities; (xi) actions by the courts, the U.S. Coast Guard, the U.S. Department of Justice or other governmental authorities and the results of the legal proceedings to which we or any of our vessels may be subject; (xii) changes in trading patterns significantly impacting overall tanker tonnage requirements; (xiii) changes in the typical seasonal variations in tanker charter rates; (xiv) changes in the cost of other modes of oil transportation; (xv) changes in oil transportation technology; (xvi) increases in costs including without limitation: crew wages, insurance, provisions, repairs and maintenance; (xvii) changes in general political conditions; (xviii) changes in the condition of our vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs); (xix) changes in the itineraries of our vessels; (xx) adverse changes in foreign currency exchange rates affecting our expenses; (xxi) the fulfillment of the closing conditions under, or the execution of customary additional documentation for, the Company's agreements to acquire vessels and contemplated financing arrangements; (xxii) financial market conditions; (xxiii) sourcing, completion and funding of financing on acceptable terms; (xxiv) our ability to comply with the covenants and conditions under our debt obligations; (xxv) other factors discussed under the " Risk Factors " section of this prospectus; and (xxvi) the impact of electing to take advantage of certain exemptions applicable to emerging growth companies.

You should not place undue reliance on forward-looking statements contained in this prospectus, because they are statements about events that are not certain to occur as described or at all. All forward-looking statements in this prospectus are qualified in their entirety by the cautionary statements contained in this prospectus. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $ million after deducting underwriting discounts and commissions and estimated expenses payable by us, or approximately $ million if the underwriters exercise in full their over-allotment option, based on an assumed offering price of $ per share, which represents the midpoint of the price range set forth on the cover of this prospectus. A $1.00 increase (decrease) in the assumed public offering price would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and the estimated offering expenses payable by us.

We expect to use $ of the net proceeds from this offering to repay a portion of the amounts owed under our senior secured credit facilities. Based on an assumed offering price of $ per share, which represents the midpoint of the price range set forth on the cover of this prospectus, the net proceeds from approximately shares sold in this offering will be used to repay our senior secured credit facilities. Following the repayment of a portion of our senior secured credit facilities there will be $ in aggregate principal amount under our senior secured credit facilities outstanding. See " Description of Indebtedness — Senior secured credit facilities " for more information regarding our senior secured credit facilities, including the interest rates and maturity thereof.

Additionally, we may use up to $ of the net proceeds from this offering to fund up to $ of the approximately $1,436.3 million remaining installment payments, as of June 7, 2015, due under the shipbuilding contracts for our 21 VLCC newbuildings described below under " Business—2014 acquired VLCC newbuildings " and " Business—2015 acquired VLCC newbuildings ." We plan to fund the remaining unpaid installment payments from cash flow from operations and through the incurrence of additional senior secured debt including the Export Credit Facilities. See " SUMMARY—Export Credit Facilities " for a description of the Export Credit Facilities. See " Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt Financings " See " Risk Factors—Risk Factors Related to our Financings—We cannot assure you that we will enter into any new credit facilities or that if we do so that we will be able to borrow all or any of the amounts committed thereunder " for risks related to this potential new additional senior secured debt.

Our management will have the discretion to apply some or all of the proceeds of this offering for purposes of vessel acquisition or for general corporate purposes in lieu of or in addition to the purposes set forth above, including the redemption of up to $ in principal amount of our senior notes (including payment of accrued interest and the applicable premium thereon), or up to 35% of the outstanding senior note. If we were to redeem 35% of our outstanding senior notes, there would be $ in principal amount of senior notes outstanding following such redemption. See " Description of Indebtedness—Senior Notes " for more information regarding the senior notes, including their interest rates, maturity and applicable redemption premium.

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OUR DIVIDEND POLICY

We have not declared or paid any dividends since the fourth quarter of 2010. Moreover, pursuant to restrictions under our debt instruments, we are currently prohibited from paying dividends.

We currently intend to retain future earnings, if any, for use in the operation and expansion of our business. We may, however, adopt in the future a policy to pay cash dividends, taking into account any restrictions under our indebtedness. Our future dividend policy is subject to the discretion of our board of directors. However, any future payment of dividends may be subject to restrictions under our debt instruments. Any determination to pay or not pay cash dividends will also depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory and contractual restrictions on our ability to pay dividends and other factors our board of directors may deem relevant. In addition, Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the shares), when a company is insolvent or if the payment of the dividend would render the company insolvent.

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CAPITALIZATION

The following table sets forth our cash and capitalization at March 31, 2015, as follows:

•: on a historical basis;
•: on an adjusted basis, giving effect to the conversion of our Class A and Class B shares into one share of common stock on a one-to-one basis (which occurred contemporaneously with consummation of the 2015 merger) and the 2015 merger and related transactions; and
•: on a further adjusted basis, assuming the issuance of common shares in this offering at an assumed offering price of $ per share, which represents the midpoint of the expected range set forth on the cover of this prospectus and the application of the net proceeds therefrom as described under " Use of Proceeds " and an associated partial repayment of $87 million of our outstanding indebtedness and our expected entry into the Refinancing Facility.

This table is derived from, and should be read in conjunction with, the financial statements, the related notes and other financial information included elsewhere in this prospectus. You should also read this table in conjunction with " Management's Discussion and Analysis of Financial Condition and Results of Operations ."

As of March 31, 2015

	Actual			As Adjusted(1)	As further Adjusted(2)

	(dollars in millions, except per share data)
Cash and cash equivalents	$	163.7		$	$




Debt:
$273M credit facility	$	241.6		$
$508M credit facility		414.6
Senior notes		138.5
Refinancing Facility		0.0


Total Long-term debt (including current portion)		794.7
Shareholders' equity:
Class A Common Stock, $0.01 par value per share; authorized 50,000,000 shares; issued and outstanding 11,270,196 shares at March 31, 2015		0.1
Class B Common Stock, $0.01 par value per share; authorized 30,000,000 shares; issued and outstanding 22,002,998 shares at March 31, 2015		0.2
Common Stock(3)		—
Accumulated other comprehensive income		0.6
Accumulated deficit		(262.0	)
Paid-in capital		809.7


Total shareholders' equity		548.6


Total capitalization	$	1,343.3		$	$

(1): Reflects adjustments, giving effect to the conversion of our Class A and Class B shares into one class of common stock on a one-to-one basis upon the filing of our Third Amended and Restated Articles of Incorporation (which occurred contemporaneously with consummation of the 2015 merger on May 7, 2015) and the 2015 merger and related transactions (including the issuance of 31,233,170 common shares as merger consideration under the 2015 merger, the issuance of 483,971

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common shares as a commitment premium paid to the commitment parties under the 2015 equity purchase agreement entered into in connection with the 2015 merger, and cash and cash equivalents acquired in connection with the 2015 merger). Excludes the impact of fees or expenses in relation to professional services related to the 2015 merger. For purposes of the foregoing adjustments, we have assumed the following: (i) Navig8's fair value of vessels under construction was $364.2 million, (ii) the fair value of the 483,971 shares issued as a commitment premium to the 2015 commitment parties upon closing of the 2015 merger was $ per share and (iii) the value of the cash and cash equivalents acquired in connection with the 2015 merger was $41.4 million. Each of these assumptions is subject to change. Each of these assumptions represents estimates that are subject to revision.

(2): Reflects adjustments, giving effect to the issuance of common shares in this offering at an assumed offering price of $ per share, which represents the midpoint of the expected range set forth on the cover page of this prospectus and the application of the net proceeds therefrom as described under " Use of Proceeds. " A $ increase in the assumed public offering price per share would increase our total capitalization by approximately $ million net of fees, assuming the number of shares offered in this offering remains the same as set forth on the front cover of this prospectus. A $ decrease in the assumed public offering price would decrease our total capitalization by approximately $ million, assuming the number of shares offered in this offering remains the same as set forth on the front cover of this prospectus.
(3): Refers to our common shares following the conversion of our Class A shares and Class B shares into one class of common stock on a one-to-one basis upon the filing of our Third Amended and Restated Articles of Incorporation. Following consummation of this offering there will be 225,000,000 shares of common stock, par value $0.01 per share, authorized and shares issued and outstanding, excluding the 1,663,660 RSUs expected to be granted under the Restated 2012 Plan in connection with the pricing of this offering.

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DILUTION

Dilution is the amount by which the offering price paid by the purchasers of our common shares in this offering will exceed the net tangible book value per common share after this offering. The net tangible book value is equal to the amount of our total tangible assets (total assets less intangible assets) less total liabilities.

As of March 31, 2015, historical net tangible book value was $ , or $ .

Without taking into effect any other changes in net tangible book value after March 31, 2015, and after giving effect to the conversion of our Class A and Class B shares into one class of common stock (which occurred contemporaneously with consummation of the 2015 merger) and the 2015 merger and related transactions (including the issuance of an estimated 31,233,170 common shares as merger consideration under the 2015 merger, the issuance of 483,971 common shares as a commitment premium paid to the commitment parties under the 2015 equity purchase agreement entered into in connection with the 2015 merger, and cash and cash equivalents of $41.4 million acquired in connection with the 2015 merger, but excluding fees or expenses in relation to professional services) and the expected surrender and cancellation of the outstanding options for 343,662 shares under the 2012 Equity Incentive Plan and the vesting and settlement on the date of the consummation of this offering of the 1,663,660 RSUs expected to be granted under the Restated 2012 Plan in connection with the pricing of this offering, our pro forma net tangible book value as of March 31, 2015 would have been $ million, or $ per common share. For purposes of calculating this pro forma net tangible book value, we have assumed that (i) all 1,663,660 RSU's expected to be granted in connection with the pricing of this offering will have vested and settled as of the consummation of this offering irrespective of their actual vesting schedule, (ii) the value of vessels under construction by Navig8 at March 31, 2015 was $ , (iii) the fair value of the 483,971 shares issued as a commitment premium to the 2015 commitment parties upon closing of the 2015 merger was $ per share and (iv) the value of the cash and cash equivalents acquired in connection with the 2015 merger was $41.4 million.

Without taking into effect any other changes in net tangible book value after March 31, 2015, and after giving effect to the aforementioned adjustments and the sale of common shares in this offering, the application of the net proceeds therefrom as described under " Use of Proceeds ", and after deducting underwriting discounts and estimated offering expenses, our pro forma net tangible book value as of March 31, 2015 would have been $ million, or $ per common share. This represents an immediate increase in net tangible book value of $ per share to the existing shareholders and an immediate dilution in net tangible book value of $ per share to new investors.

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The following table illustrates the pro forma per share dilution and appreciation at March 31, 2015:


Assumed Initial public offering price per share(1)		$
Historical net tangible book value per share as of March 31, 2015(2)
Pro forma net tangible book value per share as of March 31, 2015, after giving effect to 2015 merger and related transactions and the expected surrender and cancellation of the outstanding options under the 2012 Equity Incentive Plan and the expected vesting and settlement of the RSUs expected to be granted in connection with the pricing of this offering(3)
Increase in pro forma net tangible book value per share attributable to new investors in this offering
Less: Pro forma net tangible book value per share as of March 31, 2015 immediately after this offering(4)


Immediate dilution per share to purchasers in this offering(5)		$

(1): Represents the mid-point of the price range set forth on the cover page of this prospectus.
(2): Determined by dividing the common shares expected to be outstanding immediately prior to this offering into the historical net tangible book value as of March 31, 2015 (without giving effect to this offering) of $ .
(3): Determined by dividing the common shares expected to be outstanding immediately prior to this offering into the pro forma net tangible book value as of March 31, 2015 (without giving effect to this offering, but giving effect to the conversion of our Class A and Class B shares into one class of common stock on a one-to-one basis (which occurred contemporaneously with consummation of the 2015 merger) and the 2015 merger and related transactions (including the issuance of an estimated 31,233,170 common shares as merger consideration under the 2015 merger, the issuance of 483,971 common shares as a commitment premium paid to the commitment parties under the 2015 equity purchase agreement entered into in connection with the 2015 merger, and cash and cash equivalents of $41.4 million acquired in connection with the 2015 merger, but excluding fees or expenses in relation to professional services) and the expected surrender and cancellation of the outstanding options for 343,662 shares under the 2012 Equity Incentive Plan and the vesting and settlement on the date of the consummation of this offering of the 1,663,660 RSUs expected to be granted under the Restated 2012 Plan in connection with the pricing of this offering) of $ . For purposes of calculating this pro forma net tangible book value, we have assumed that (i) all 1,663,660 RSU's expected to be granted in connection with the pricing of this offering will have vested and settled as of the consummation of this offering irrespective of their actual vesting schedule, (ii) the value of vessels under construction by Navig8 at March 31, 2015 was $ , (iii) the fair value of the 483,971 shares issued as a commitment premium to the 2015 commitment parties upon closing of the 2015 merger was $ per share and (iv) the value of the cash and cash equivalents acquired in connection with the 2015 merger was $41.4 million.
(4): Determined by dividing common shares expected to be outstanding after this offering into our pro forma net tangible book value (as further adjusted to give effect to the application of the expected net proceeds from this offering) of $ million.
(5): If the initial public offering price were to increase or decrease by $1.00 per unit common unit, then dilution per share to purchasers in this offering would equal $ and $ , respectively. Assumes the underwriters' over-allotment option is not exercised. If the underwriters exercise in full their option to purchase additional common units, the immediate dilution per share to purchasers in this offering would be $ .

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The following table summarizes, on a pro forma basis as at March 31, 2015, the differences between the number of common shares acquired from us, the total consideration and the average price per share provided by the existing shareholders (giving effect to the conversion of our Class A and Class B shares into one class of common stock (which occurred contemporaneously with consummation of the 2015 merger) and the 2015 merger and related transactions (including the issuance of an estimated 31,233,170 common shares as merger consideration under the 2015 merger, the issuance of 483,971 common shares as a commitment premium paid to the commitment parties under the 2015 equity purchase agreement entered into in connection with the 2015 merger, and cash and cash equivalents of $41.4 million acquired in connection with the 2015 merger, but excluding fees or expenses in relation to professional services, and the vesting and settlement on the date of the consummation of this offering of the 1,663,660 RSUs expected to be granted under the Restated 2012 Plan in connection with the pricing of this offering) and by investors participating in this offering, based upon an assumed initial public offering price of $ per share. It further assumes that (i) all 1,663,660 RSU's expected to be granted in connection with the pricing of this offering will have vested and settled as of the consummation of this offering irrespective of their actual vesting schedule, (ii) the value of vessels under construction by Navig8 at March 31, 2015 was $ , (iii) the fair value of the 483,971 shares issued as a commitment premium to the 2015 commitment parties upon closing of the 2015 merger was $ per share and (iv) the value of the cash and cash equivalents acquired in connection with the 2015 merger was $41.4 million.

	Pro Forma Shares Outstanding		Total Consideration

	Pro Forma Shares Outstanding		Total Consideration		Average Price Per Share
(dollars in thousands except per share data)	Number	Percent	Amount	Percent	Average Price Per Share
Existing shareholders			$		$
New investors			$		$
Total			$		$

The number of common shares expected to be outstanding after this offering is based on the number of shares outstanding as of March 31, 2015 as adjusted as described in the prior paragraph (including the vesting and settlement of all 1,663,660 upon the consummation of this offering irrespective of the actual vesting schedule) and as further adjusted to give effect to the issuance of shares to purchasers in this offering and excludes the following:

•: 309,296 common shares issuable upon exercise of outstanding May 2012 warrants at a weighted-average exercise price of $42.50 per share;
•: 1,431,520 common shares issuable upon exercise of outstanding 2015 warrants following consummation of this offering at a weighted-average exercise price of $10.00 per each 0.8947 shares (subject to vesting requirements described below under "Related Party Transactions—2015 Merger Related Transactions—2015 Warrant Agreement" );
•: 13,420 common shares issuable upon exercise of the 2015 option at a weighted average exercise price of $15.088 per share;
•: 343,662 common shares issuable upon exercise of outstanding stock options under the 2012 Equity Incentive Plan having a weighted-average exercise price of $38.26 per share and expected to be surrendered and cancelled in connection with the pricing of this offering; and
•: the additional common shares reserved for issuance under the 2012 Equity Incentive Plan (801,879 shares prior to its expected amendment in connection with the pricing of this offering and shares after such expected amendment, grant of 1,663,660 RSUs and assumed vesting of all such RSUs).

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Furthermore, we may choose to raise additional capital through the sale of equity or convertible debt securities. New investors may experience further dilution if any of our outstanding options or warrants are exercised, new options are issued and exercised under our equity incentive plans or if we issue additional shares of common stock, other equity securities or convertible debt securities in the future. See " Risk Factors—You will experience immediate and substantial dilution of $ per common share " and " Risk Factors—Our shareholders may be subject to additional dilution as a result of additional offerings. "

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA

The following selected historical financial and other data should be read in connection with, and are qualified by reference to, the consolidated financial statements and related notes included in this prospectus and " Management's Discussion and Analysis of Financial Condition and Results of Operations " appearing elsewhere in this prospectus. The selected historical financial and other data in the below tables as of December 31, 2014 and 2013 and the selected historical financial and other data for the years ended December 31, 2014 and 2013 are derived from our audited consolidated financial statements for the years ended December 31, 2014 and 2013 included herein. The selected historical financial and other data in the below tables as of March 31, 2015 and the selected historical financial and other data for the three months ended March 31, 2015 and 2014 are derived from our consolidated financial statements for the three months ended March 31, 2015 and 2014 included herein. Historical results are not necessarily indicative of results that may be expected for any future period.

	Year Ended						Three Months Ended

*(dollars in thousands)*	December 31, 2014			December 31, 2013			March 31, 2015			March 31, 2014
Income Statement Data:
Voyage revenues	$	392,409		$	356,669		$	121,402		$	123,282
Voyage expenses		239,906			259,982			45,894			68,884
Direct vessel expenses		84,209			90,297			20,897			21,847
General and administrative expenses		22,418			21,814			4,624			5,478
Depreciation and amortization		46,118			45,903			10,999			11,169
Goodwill write-off for sales of vessels		1,249			1,068			—			—
Loss on goodwill impairment		2,099			—			—			—
Loss on disposal of vessels and vessel equipment		8,729			2,452			131			1,112
Loss on impairment of vessels		—			2,048			—			—
Closing of Portugal office		5,123			—			192			—


Total operating expenses		409,851			423,564			82,737			108,490


Operating income (loss)		(17,442	)		(66,895	)		36,665			14,792
Net interest expense		(29,849	)		(34,643	)		(7,427	)		(7,266	)
Net other income (expense)		207			(30	)		(319	)		(65	)


Total other expenses		(29,642	)		(34,178	)		(7,746	)		(7,331	)


Net income (loss)	$	(47,084	)	$	(101,073	)	$	30,919		$	7,461




Income (loss) per Class A and Class B common share:
Basic(1)	$	(1.54	)	$	(8.64	)	$	0.93		$	0.32
Diluted(1)	$	(1.54	)	$	(8.64	)	$	0.93		$	0.32
Weighted-average shares outstanding—basic:
Class A		11,270,196			11,237,987			11,270,196			11,270,196
Class B		19,222,626			588,957			22,002,998			12,178,080
Weighted-average shares outstanding—diluted:
Class A(2)		30,492,822			11,826,944			33,273,194			23,448,276
Class B		19,222,626			588,957			22,002,998			12,178,080

(1): The common shares during the year ended December 31, 2013 were reclassified as Class A shares on December 12, 2013 which is reflected retrospectively herein. See " Related Party Transactions—December 2013 Class B Financing " for more details. Please refer to " Management's Discussion and Analysis of Financial Condition and Results of Operations " for the factors affecting comparability

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across the periods. On May 7, 2015, in connection with the consummation of the 2015 merger, all shares of Class A Common Stock and Class B Common Stock, were converted to a single class of common stock on a 1:1 basis upon the filing of our Third Amended and Restated Articles of Incorporation.

(2): On May 7, 2015, in connection with the filing of our Third Amended and Restated Articles of Incorporation, all of our Class A shares and Class B shares were converted on a one-to-one basis to a single class of common stock.

At the closing of the 2015 merger on May 7, 2015, we issued 31,233,170 shares of our common stock into a trust account for the benefit of Navig8 Crude's former shareholder. Since we may be required to adjust the proportion of cash and stock as merger consideration depending on whether Navig8 Crude's former shareholders are permitted to receive shares as consideration for the 2015 merger, the number of our shares outstanding is subject to change.

(3): Weighted-average shares outstanding—diluted—Class A gives effect to the conversion of the outstanding Class B Shares into Class A Shares on a one-to-one basis. Accordingly, Class A amounts represent the total number of our outstanding common shares on a fully-diluted basis.

*(dollars in thousands)*	March 31, 2015		December 31, 2014		December 31, 2013

Balance Sheet Data, at end of year / period:
Cash and cash equivalents	$	163,674	$	147,303	$	97,707
Total current assets		248,188		230,662		200,688
Vessels, net of accumulated depreciation		805,169		814,528		873,435
Total assets		1,393,783		1,360,925		1,122,934
Current liabilities (including current portion of long-term debt)		62,369		52,770		79,508
Total long-term debt		782,654		790,835		677,632
Total liabilities		845,210		843,776		757,244
Shareholders' equity		548,573		517,149		365,690

	Year Ended						Three Months Ended

*(dollars in thousands)*	December 31, 2014			December 31, 2013			March 31, 2015			March 31, 2014
Cash Flow Data:
Net cash (used in) provided by operating activities	$	(11,797	)	$	(40,472	)	$	39,291		$	2,978
Net cash (used in) provided by investing activities		(238,019	)		4,302			(22,853	)		(156,816	)
Net cash provided by (used in) financing activities		299,417			104,901			(449	)		159,377

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	Year ended						Three Months Ended

*(dollars in thousands except fleet data and daily results)*	December 31, 2014			December 31, 2013			March 31, 2015			March 31, 2014
Fleet Data:
Total number of vessels at end of year(1)		25			27			25			26
Average number of vessels(1)		25.7			27.8			25.0			26.5
Total operating days for fleet(2)		8,801			9,778			2,153			2,256
Total time charter days for fleet		550			1,269			201			90
Total spot market days for fleet		8,251			8,509			1,952			2,166
Total calendar days for fleet(3)		9,379			10,145			2,250			2,383
Fleet utilization(4)		93.8	%		96.4	%		95.7	%		94.7	%
Average Daily Results:
Time charter equivalent(5)	$	17,328		$	9,889		$	35,069		$	24,114
VLCC		17,255			10,244			42,623			24,162
Suezmax		17,161			10,828			35,871			23,695
Aframax		19,634			9,569			27,857			29,579
Panamax		17,235			5,504			27,568			18,041
Handymax		10,231			6,879			19,461			11,943
Direct vessel operating expenses(6)		8,978			8,901			9,287			9,168
General and administrative expenses(7)		2,390			2,150			2,055			2,299
Total vessel operating expenses(8)		11,368			11,051			11,343			11,467
Other Data:
EBITDA(9)	$	28,883		$	(20,527	)	$	49,345		$	25,896
Adjusted EBITDA(9)	$	46,083		$	(14,959	)	$	49,668		$	27,008

(1): Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was part of our fleet during the period divided by the number of calendar days in that period. Total number of vessels and Average number of vessels exclude our 21 VLCC newbuildings.
(2): Total operating days for fleet are the total days our vessels were in our possession for the relevant period net of off hire days associated with major repairs, drydockings or special or intermediate surveys.
(3): Total calendar days for fleet are the total days the vessels were in our possession for the relevant period including off hire days associated with major repairs, drydockings or special or intermediate surveys.
(4): Fleet utilization is the percentage of time that our vessels were available for revenue generating voyages, and is determined by dividing total operating days for fleet by total calendar days for fleet for the relevant period.
(5): Time Charter Equivalent, or "TCE," is a measure of the average daily revenue performance of a vessel. We calculate TCE by dividing net voyage revenue by total operating days for fleet. Net voyage revenues are voyage revenues minus voyage expenses. We evaluate our performance using net voyage revenues. We believe that presenting voyage revenues, net of voyage expenses, neutralizes the variability created by unique costs associated with particular voyages or deployment of vessels on time charter or on the spot market and presents a more accurate representation of the revenues generated by our vessels.
(6): Direct vessel operating expenses, which is also referred to as "direct vessel expenses" or "DVOE," include crew costs, provisions, deck and engine stores, lubricating oil, insurance and maintenance

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and repairs incurred during the relevant period. Daily DVOE is calculated by dividing DVOE by the total calendar days for fleet for the relevant period.

(7): Daily general and administrative expense is calculated by dividing general and administrative expenses by total calendar days for fleet for the relevant time period.
(8): Total Vessel Operating Expenses, or "TVOE," is a measurement of our total expenses associated with operating our vessels. Daily TVOE is the sum of daily direct vessel operating expenses, and daily general and administrative expenses.
(9): EBITDA represents net income (loss) plus net interest expense and depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted to exclude the items set forth in the table below, which represent certain non-cash items and one-time items that we believe are not indicative of the ongoing performance of our core operations. EBITDA and Adjusted EBITDA are included in this prospectus because they are used by management and certain investors as measures of operating performance. EBITDA and Adjusted EBITDA are used by analysts in the shipping industry as common performance measures to compare results across peers. Our management uses EBITDA and Adjusted EBITDA as performance measures and they are also presented for review at our board meetings. EBITDA and Adjusted EBITDA are not items recognized by accounting principles generally accepted in the United States of America (GAAP), and should not be considered as alternatives to net income, operating income, cash flow from operating activity or any other indicator of a company's operating performance or liquidity required by GAAP. The definitions of EBITDA and Adjusted EBITDA used here may not be comparable to those used by other companies. These definitions are also not the same as the definition of EBITDA and Adjusted EBITDA used in the financial covenants in our debt instruments. Set forth below is the EBITDA and Adjusted EBITDA reconciliation.

	Year ended						Three Months Ended

*(dollars in thousands)*	December 31, 2014			December 31, 2013			March 31, 2015		March 31, 2014
Net income (loss)	$	(47,084	)	$	(101,073	)	$	30,919	$	7,461
Net interest expense		29,849			34,643			7,427		7,266
Depreciation and amortization		46,118			45,903			10,999		11,169


EBITDA		28,883			(20,527	)		49,345		25,896
Adjustments
Loss on disposal of vessels and vessel equipment		8,729			2,452			131		1,112
Goodwill impairment		2,099			—			—		—
Goodwill write-off for sales of vessels		1,249			1,068			—		—
Vessel impairment		—			2,048			—		—
Closing of Portugal office		5,123			—			192		—


Adjusted EBITDA	$	46,083		$	(14,959	)	$	49,668	$	27,008

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following is a discussion of our financial condition as of December 31, 2014 and 2013, and our results of operations for the years ended December 31, 2014 and 2013 and the three months ended March 31, 2015 and 2014. You should read this section together with the consolidated financial statements included elsewhere in this prospectus, including the notes to those financial statements, for the periods mentioned above. This discussion contains forward-looking statements that are based on management's current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements due to a number of factors, including those we describe under " Risk Factors " and elsewhere in this prospectus.

General

We are Gener8 Maritime Inc., a leading U.S.-based provider of international seaborne crude oil transportation services, resulting from a transformative merger between General Maritime Corporation, a well-known tanker owner, and Navig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, one of the largest independent vessel pool managers. We own a fleet of 46 tankers, including 25 vessels on the water, consisting of 7 VLCCs, 11 Suezmax vessels, 4 Aframax vessels, 2 Panamax vessels and 1 Handymax product carrier, with an aggregate carrying capacity of 4.5mm DWT as of March 31, 2015, and 21 "eco" VLCC newbuildings equipped with advanced, fuel-saving technology, that are being constructed at highly reputable shipyards, with expected deliveries from August 2015 through February 2017. These newbuildings are expected to more than double our fleet capacity to 10.8mm DWT, based on the contractually-guaranteed minimum DWT of newbuild vessels. After the delivery of these vessels, we believe that our VLCC fleet will be larger than any owned currently by a U.S. publicly-listed shipping company and will be one of the top five non-state owned VLCC fleets worldwide based on current estimated fleet sizes. In addition to being one of the largest owners by deadweight tonnage of VLCC and Suezmax vessels, we believe we will uniquely benefit from our strategic commercial management relationship with the Navig8 Group, the largest fully-integrated commercial management platform in our industry, including through the deployment of our spot VLCC and Suezmax vessels in Navig8 Group's VL8 and Suez8 pools, respectively.

Non-U.S. operations accounted for a majority of our revenues and results of operations. Vessels regularly move between countries in international waters, over hundreds of trade routes. It is therefore impractical to assign revenues, earnings or assets from the transportation of international seaborne crude oil and petroleum products by geographical area. Each of our vessels serves the same type of customer, has similar operations and maintenance requirements, operates in the same regulatory environment, and is subject to similar economic characteristics. Based on this, we have determined that we operate in one reportable segment, the transportation of crude oil and petroleum products with our fleet of vessels.

Spot and Time Charter Deployment

We seek to employ our vessels in a manner that maximizes fleet utilization and earnings upside through our chartering strategy in line with our goal of maximizing shareholder value and returning capital to shareholders when appropriate, taking into account fluctuations in freight rates in the market and our own views on the direction of those rates in the future. As of June 7, 2015, 22 of our 25 vessels (in addition to a single vessel which we have the right to operate under a time charter anticipated to expire in February 2016) are employed in the spot market (either directly or through spot market focused pools), given our expectation of near- to medium-term increases in charter rates.

A spot market voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed upon freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyage expenses such as port and fuel costs. A time charter is generally

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a contract to charter a vessel for a fixed period of time at a set daily or monthly rate. Under time charters, the charterer pays voyage expenses such as port and fuel costs. Vessels operating on time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot market during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenues that are less predictable but may enable us to capture increased profit margins during periods of improvements in tanker rates although we are exposed to the risk of declining tanker rates and lower utilization. Pools generally consist of a number of vessels which may be owned by a number of different ship owners which operate as a single marketing entity in an effort to produce freight efficiencies. Pools typically employ experienced commercial charterers and operators who have close working relationships with customers and brokers while technical management is typically the responsibility of each ship owner. Under pool arrangements, vessels typically enter the pool under a time charter agreement whereby the cost of bunkers and port expenses are borne by the charterer (i.e. the pool) and operating costs, including crews, maintenance and insurance are typically paid by the owner of the vessel. Pools, in return, typically negotiate charters with customers primarily in the spot market. As of June 7, 2015, all of the vessels currently deployed in the Unique Tankers pool are owned by our subsidiaries and are deployed on spot market voyages. See Note 11 to the financial statements for the three months ended March 31, 2015 and 2014 and Note 14 to the financial statements for the years ended December 31, 2014 and 2013 included elsewhere in this prospectus for information regarding the Unique Tankers pool. Since the members of a pool typically share in the revenue generated by the entire group of vessels in the pool, and since pools operate primarily in the spot market, the revenue earned by vessels placed in spot market related pools is subject to the fluctuations of the spot market and the ability of the pool manager to effectively charter its fleet. We believe that vessel pools can provide cost-effective commercial management activities for a group of similar class vessels and potentially result in lower waiting times. See " Business—Our Business Strategy " for more information on what we believe to be certain advantages of pools. We intend to transition the employment of all of our spot VLCC, Suezmax and Aframax vessels to existing Navig8 Group commercial crude tanker pools. On May 7, 2015, we delivered to Unipec a notice of termination under certain of our pool related agreements between Unipec and Unique Tankers. See " Business—Employment of Our Fleet—VL8, Suez8 and V8 Pools" for more information on our arrangements with the VL8, Suez8 and V8 pools.

We are constantly evaluating opportunities to increase the number of our vessels deployed on time charters, but only expect to enter into additional time charters if we can obtain contract terms that satisfy our criteria. We may also consider deploying our vessels on time charter for customers to use as floating storage. We believe that historically, during certain periods of higher charter rates, we benefited from greater cash flow stability through the use of time charters for part of our fleet, while maintaining the flexibility to benefit from improvements in market rates by deploying the balance of our vessels in the spot market. We may utilize a similar strategy to the extent that charter rates rise.

Net Voyage Revenues as Performance Measure

We evaluate performance using net voyage revenues. Net voyage revenues are voyage revenues minus voyage expenses. Voyage expenses primarily consist of port and fuel costs that are unique to a particular voyage. Consequently, spot charter rates are generally higher than time charter rates to allow spot charter vessel owners the ability to recoup voyage expenses. Voyage expenses typically are paid by the charterer when a vessel is under a time charter and by the vessel owner when a vessel is under a spot charter. We believe that utilizing net voyage revenues neutralizes the variability created by unique costs associated with particular voyages or the manner in which vessels are deployed and presents a more accurate representation of the revenues generated by our vessels on a comparable basis whether on spot or time charters.

Our voyage revenues are recognized ratably over the duration of the spot market voyages and the lives of the time charters, while direct vessel operating expenses are recognized when incurred. We recognize the revenues of time charters that contain rate escalation schedules at the average rate

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during the life of the contract. As of March 31, 2015 and December 31, 2014, fifteen and seventeen, of our vessels, respectively, were chartered into the Unique Tankers pool. We are currently the sole vessel owner in the Unique Tankers pool, and all the vessels in the Unique Tankers pool have been chartered on the spot voyage market. We generally recognize revenue from these pool arrangements based on our portion of the net distributions reported by the relevant pool, which represents the net voyage revenue of the pool after pool manager fees. However, since all vessels in the Unique Tankers pool are currently owned by us and since Unique Tankers LLC is one of our wholly-owned subsidiaries, we currently recognize revenues from the Unique Tankers pool based upon the percentage of voyage completion. See Note 11 to the financial statements for the three months ended March 31, 2015 and 2014 and Note 14 to the financial statements for the years ended December 31, 2014 and 2013 included elsewhere in this prospectus for more information on the Unique Tankers pool.

We calculate time charter equivalent, or "TCE," rates by dividing net voyage revenue by total operating days for fleet for the relevant time period. Total operating days for fleet are the total number of days our vessels are in our possession for the relevant period net of off hire days associated with major repairs, drydocking or special or intermediate surveys. We also generate demurrage revenue, which represents fees charged to charterers associated with our spot market voyages when the charterer exceeds the agreed upon time required to load or discharge a cargo. We calculate daily DVOE and daily general and administrative expenses for the relevant period by dividing the total expenses by the aggregate number of calendar days that the vessels are in our possession for the period including offhire days associated with major repairs, drydockings or special or intermediate surveys.

The following table shows the calculation of net voyage revenues for the years ended December 31, 2014 and 2013, and for the three months ended March 31, 2015 and 2014.

	Year ended				Three Months Ended

*(dollars in thousands)*	December 31, 2014		December 31, 2013		March 31, 2015		March 31, 2014
Voyage revenues	$	392,409	$	356,669	$	121,402	$	123,282
Voyage expenses		239,906		259,982		45,894		68,884


Net voyage revenues	$	152,503	$	96,687	$	75,508	$	54,398

Results of Operations

Three Months Ended March 31, 2015 Compared to the Three Months Ended March 31, 2014

Voyage revenues. Voyage revenues decreased by $1.9 million, or 1.5%, to $121.4 million for the three months ended March 31, 2015 compared to $123.3 million for the prior year period. The decrease was primarily attributable to the decrease in spot market revenues by $6.2 million, or 5.0%, to $115.3 million for the three months ended March 31, 2015 compared to $121.5 million for the prior year period, which was primarily a result of a decrease in spot market days during the period. Our spot market days decreased by 214 days, or 9.9%, to 1,952 days for the three months ended March 31, 2015 compared to 2,166 days for the prior year period. The decrease in spot market days was primarily due to the decrease in our fleet size by 1.5 vessels, or 5.6%, to 25.0 vessels (4.0 Aframax, 11.0 Suezmax, 7.0 VLCC, 2.0 Panamax, and 1.0 Handymax) for the three months ended March 31, 2015 compared to 26.5 vessels (4.5 Aframax, 12.0 Suezmax, 7.0 VLCC, 2.0 Panamax, and 1.0 Handymax) for the prior year period as a result of the sale of one Aframax vessel and one Suezmax vessel in February 2014 and July 2014, respectively. The decrease in our fleet size was partially offset by an increase in our fleet utilization by 1.1% to 95.7% for the three months ended March 31, 2015 compared to 94.7% for the prior year period. The decrease in spot market days was also due to more vessels being under time charter voyages rather than spot market voyages during the three months ended March 31, 2015 compared to the prior year period, which was partially offset by the increase in spot charter rates during the three months ended March 31, 2015 compared to the prior year period.

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The decrease in spot market revenues was partially offset by an increase in time charter voyage revenues of $4.3 million, or 239.2%, to $6.1 million for the three months ended March 31, 2015 compared to $1.8 million for the prior year period. The increase in time charter voyage revenues was due to an increase in time charter days and an increase in time charter rates during the period. Time charter days increased by 111 days, or 123.8%, to 201 days for the three months ended March 31, 2015 compared to 90 days for the prior year period, as we put more vessels into the time charter market. Our time charter TCE rate also increased by $10,350, or 54.6%, to $29,316 for the three months ended March 31, 2015 compared to $18,966 for the prior year period, due to our vessels being on higher rate time charters for the three months ended March 31, 2015 compared to the prior year period.

Voyage expenses. Voyage expenses decreased by $23.0 million, or 33.4%, to $45.9 million for the three months ended March 31, 2015 compared to $68.9 million for the prior year period. Substantially all of our voyage expenses relate to spot charter voyages, under which the vessel owner is responsible for voyage expenses such as fuel and port costs. The decrease in the voyage expenses was primarily due to the decrease in our fuel costs during the three months ended March 31, 2015 as compared to the prior year period. Fuel costs, which represent the largest component of voyage expenses, decreased by $25.9 million, or 46.5%, to $29.8 million for the three months ended March 31, 2015 compared to $55.7 million for the prior year period. This decrease in fuel costs was primarily attributable to a decrease in the fuel costs per spot market day of $10,451, or 40.6%, to $15,280 for the three months ended March 31, 2015 compared to $25,731 for the prior year period. This decrease in the fuel costs per spot market day was primarily due to the decrease in oil prices during the three months ended March 31, 2015 compared to the prior year period. Also contributing to the decrease in fuel costs was the decrease in spot market days during the three months ended March 31, 2015 as compared to the prior year period discussed above. Port costs, which can vary depending on the geographic regions in which the vessels operate and their trading patterns, increased by $4.1 million, or 51.1%, to $12.2 million for the three months ended March 31, 2015 compared to $8.1 million for the prior year period. The increase in port costs was primarily due to an increase in port costs per spot market day by $2,526, or 67.6%, to $6,260 for the three months ended March 31, 2015 compared to $3,734 for the prior year period. The increase in port costs per spot market day was primarily the result of the differences in the ports visited during the three months ended March 31, 2015 as compared to the prior year period. Partially offsetting the increase in port costs per spot market day was the decrease in spot market days during the three months ended March 31, 2015 as compared to the prior year period.

Net voyage revenues. Net voyage revenues, which are voyage revenues minus voyage expenses, increased by $21.1 million, or 38.8%, to $75.5 million for the three months ended March 31, 2015 compared to $54.4 million for the prior year period. The increase in net voyage revenues was primarily attributable to higher spot charter and time charter TCE rates earned during the three months ended March 31, 2015 compared to the prior year period, primarily resulting from a higher charter rate environment. Our average TCE rate increased by $10,955, or 45.4%, to $35,069 for the three months ended March 31, 2015 compared to $24,114 for the prior year period. Our spot market TCE rate increased by $11,335, or 46.6%, to $35,663 for the three months ended March 31, 2015 compared to $24,328 for the prior year period, and our time charter TCE rate increased by $10,350, or 54.6%, to $29,316 for the three months ended March 31, 2015 compared to $18,966 for the prior year period. As of March 31, 2015 and 2014, three vessels and one vessel, respectively, were engaged in time charter voyages. This increase in net voyage revenues was partially offset by the decrease in our total operating days for fleet of 103 days, or 4.6%, to 2,153 days for the three months ended March 31, 2015 compared to 2,256 days for the prior year period as a result of the sale of two vessels during the year ended December 31, 2014.

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The following is additional data pertaining to net voyage revenues:

	Three Months ended March 31,

	Three Months ended March 31,						Increase (Decrease)			% Change
	2015			2014			Increase (Decrease)			% Change
Net voyage revenue *(dollars in thousands):*
Time charter:
VLCC	$	4,197		$	—		$	4,197			n/a
Suezmax		1,709			1,707			2			0.1	%
Aframax		—			—			—			n/a
Panamax		—			—			—			n/a
Handymax		—			—			—			n/a


Total		5,906			1,707			4,199			246.0


Spot charter:
VLCC		20,084			15,013			5,071			33.8
Suezmax		33,731			23,248			10,483			45.1
Aframax		9,090			11,513			(2,423	)		(21.0	)
Panamax		4,962			1,842			3,120			169.4
Handymax		1,735			1,075			660			61.4


Total		69,602			52,691			16,911			32.1


Total Net Voyage Revenue	$	75,508		$	54,398		$	21,110			38.8


Vessel operating days:
Time charter:
VLCC		111			—			111			n/a
Suezmax		90			90			—			0.0
Aframax		—			—			—			n/a
Panamax		—			—			—			n/a
Handymax		—			—			—			n/a


Total		201			90			111			123.3


Spot charter:
VLCC		458			621			(163	)		(26.2	)
Suezmax		899			964			(65	)		(6.7	)
Aframax		326			389			(63	)		(16.2	)
Panamax		180			102			78			76.5
Handymax		89			90			(1	)		(1.1	)


Total		1,952			2,166			(214	)		(9.9	)


Total Operating Days for Fleet		2,153			2,256			(103	)		(4.6	)


Total Calendar Days for Fleet		2,250			2,383			(133	)		(5.6	)


Fleet Utilization		95.7	%		94.7	%		1.0	%		1.1


Average Number Of Vessels		25.0			26.5			(1.5	)		(5.7	)

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	Three Months ended March 31,

	Three Months ended March 31,				Increase (Decrease)			% Change
	2015		2014		Increase (Decrease)			% Change
Time Charter Equivalent (TCE):
Time charter:
VLCC	$	37,652	$	—	$	37,652			n/a
Suezmax		18,992		18,966		26			0.1
Aframax		n/a		n/a		n/a			n/a
Panamax		n/a		n/a		n/a			n/a
Handymax		n/a		n/a		n/a			n/a
Combined		29,316		18,966		10,350			54.6
Spot charter:
VLCC		43,832		24,162		19,670			81.4
Suezmax		37,563		24,137		13,426			55.6
Aframax		27,857		29,579		(1,722	)		(5.8	)
Panamax		27,568		18,041		9,527			52.8
Handymax		19,461		11,943		7,518			62.9
Combined		35,663		24,328		11,335			46.6
Fleet TCE	$	35,069	$	24,114	$	10,955			45.4

Direct Vessel Operating Expenses. Direct vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs decreased by $0.9 million, or 4.3%, to $20.9 million for the three months ended March 31, 2015 compared to $21.8 million for the prior year period. This decrease in direct vessel operating expenses primarily related to the decrease in the size of our fleet by 5.6% for the three months ended March 31, 2015 compared to the prior year period. On a daily basis, direct vessel operating expenses per vessel increased by $120, or 1.3%, to $9,288 for the three months ended March 31, 2015 compared to $9,168 for the prior year period.

General and Administrative Expenses. General and administrative expenses decreased by $0.9 million, or 15.6%, to $4.6 million for the three months ended March 31, 2015 compared to $5.5 million for the prior year period. The primary factor contributing to this decrease was a decrease in salaries of $0.6 million for the three months ended March 31, 2015 as compared to the prior year period relating to winding down our Portugal office.

We are a private company and are not currently required to prepare or file periodic and other reports with the SEC or to comply with federal securities laws applicable to public companies, including the Sarbanes-Oxley Act of 2002. Following this offering, we expect to implement additional corporate governance and communication practices with respect to disclosure controls, internal control over financial reporting, and other reporting obligations. Compliance will require significant time and resources from management and is expected to increase our legal, insurance and accounting costs.

On May 7, 2015 we recognized compensation expense of $0.8 million as a result of the automatic vesting of the unvested options outstanding under the 2012 Equity Incentive Plan as a result of the 2015 merger. As discussed under " Executive Compensation—2012 Equity Incentive Plan ", these vested options are expected to be surrendered and cancelled in connection with the pricing of this offering. With respect to the RSUs expected to be granted in connection with the pricing of this offering, based on an estimated stock price of $ per share, we estimate recognizing compensation expense of approximately $ million at the time of the grant for the [332,732] RSUs that vest immediately, and for the RSUs that do not vest immediately we estimate recognizing additional compensation expense of $ million during 2015 and $ million for the years thereafter. The incremental compensation cost of these RSUs on their grant date was estimated to be the excess of the estimated fair value of the RSUs over the estimated fair value of the cancelled stock options immediately prior to cancellation. The fair value of the cancelled stock options immediately prior to their cancellation was calculated using a Black-Scholes model, utilizing certain assumptions and estimates. We assumed that

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the price of the shares being sold in this offering will be at the mid-point of the price range set forth on the cover page of this prospectus. We estimated our common stock volatility based on the volatilities of certain of our peer companies indicated by their respective recent stock prices traded on an active exchange, and we estimated a discount factor based on U.S. treasury rates with similar maturities. For the compensation costs associated with the RSUs that are not vested immediately, we assumed that another 332,732 RSUs will vest in 2015. We also assumed that there will not be any forfeiture of granted RSUs. See " Executive Compensation—Restated 2012 Plan " for further detail regarding these RSUs.

Depreciation and Amortization. Depreciation and amortization, which includes depreciation of vessels as well as amortization of drydock and special survey costs, decreased by $0.2 million, or 1.5%, to $11.0 million for the three months ended March 31, 2015 compared to $11.2 million for the prior year period. Vessel depreciation decreased $0.9 million while amortization of drydocking costs increased $0.7 million during the three months ended March 31, 2015 compared to the prior year period. The decrease in vessel depreciation was primarily due to the increase in our estimated residual scrap value of the vessels to $325/LWT from $265/LWT effective January 1, 2015. Such decrease in the depreciation of vessels was partially offset by the increase in the amortization of drydocking costs, which was primarily due to additional drydocking costs incurred during the twelve months period from April 1, 2014 to March 31, 2015. See " Capital Expenditures and Drydocking—Drydocking " below for a discussion of these drydocking costs.

Loss on Disposal of Vessels and Vessel Equipment. During the three months ended March 31, 2015 and 2014, we incurred losses associated with the disposal of vessels and certain vessel equipment of $0.1 million and $1.1 million (including the loss on sale of vessels of $0.5 million), respectively.

Net Interest Expense. Net interest expense increased by $0.1 million, or 2.2%, to $7.4 million for the three months ended March 31, 2015 compared to $7.3 million for the prior year period. Such increase was primarily attributable to the increase in the weighted average interest rate applicable to our debt during the three months ended March 31, 2015 as a result of the issuance of our senior notes in March 2014. Our senior notes currently accrue payment-in-kind interest at the rate of 11.0% per annum which is significantly higher than the rates applicable to our senior secured credit facilities which bear interest at LIBOR plus a margin of 4% per annum. The increase in interest expense was also attributable to the increase in our weighted average debt balance by $117.7 million, or 17.5%, to $792.1 million for the three months ended March 31, 2015 compared to $674.4 million for the prior year period primarily as a result of issuance of our senior notes in March 2014. These increases in interest expense was partially offset by the capitalization of interest expense associated with vessel construction of $3.5 million during the three months ended March 31, 2015 as compared to the prior year period when there was no vessel construction and thus no capitalization of interest expense.

Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013

Voyage revenues. Voyage revenues increased by $35.7 million, or 10.0%, to $392.4 million for the year ended December 31, 2014 compared to $356.7 million for the prior year. The increase was primarily attributable to the increase in spot market revenues by $41.0 million, or 12.1%, to $381.5 million for the year ended December 31, 2014 compared to $340.4 million for the prior year, which was primarily driven by increased spot charter rates during the year.

Our time charter voyage revenues decreased by $5.3 million, or 32.7%, to $10.9 million for the year ended December 31, 2014 compared to $16.2 million for the prior year. The decrease in time charter revenue was primarily due to the decrease in time charter days by 719 days, or 56.7%, to 550 days for the year ended December 31, 2014 compared to 1,269 days for the prior year, as we put more vessels into the spot market. Partially offsetting the effect of the decrease in time charter days, our time charter TCE rate increased by $6,821, or 55.4%, to $19,126 for the year ended December 31, 2014 compared to $12,305 for the prior year, due to our vessels being on higher rate time charters for the year ended December 31, 2014 compared to the prior year.

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Partially offsetting this increase in voyage revenues was a decrease in our total operating days for fleet of 977 days, or 10.0%, to 8,801 days for the year ended December 31, 2014 compared to 9,778 days for the prior year, attributable to the decrease in both our fleet size and fleet utilization during the period. The average size of our fleet decreased by 2.1 vessels, or 7.6%, to 25.7 vessels (4.1 Aframax, 11.6 Suezmax, 7.0 VLCC, 2.0 Panamax, and 1.0 Handymax) for the year ended December 31, 2014 compared to 27.8 vessels (5.8 Aframax, 12.0 Suezmax, 7.0 VLCC, 2.0 Panamax, and 1.0 Handymax) for the prior year. The decrease in our fleet size reflects the sale of two Aframax vessels in October 2013 and February 2014, respectively, and one Suezmax vessel in July 2014. Our fleet utilization decreased by 2.7%, to 93.8% for the year ended December 31, 2014 compared to 96.4% for the prior year, primarily due to more off-hire days for regularly scheduled drydocks and vessel management transition during the year ended December 31, 2014 compared to the prior year. The transition of vessel management occurred in connection with the closure of our Portugal office described below under " —Closing of Portugal Office" and contributed to the increase in off-hire days due to the need to bring new crew members on board certain vessels and to complete required documentation and procedures. The number and length of our regularly scheduled drydockings are often not consistent from period to period, and are dependent upon scheduling, ages of vessels being drydocked and the amount of work necessary based on the condition of the vessels at the time of drydock. Please see " —Liquidity and Capital Resources—Capital Expenditures and Drydocking " for information on the frequency of regularly scheduled drydockings and anticipated future drydocking days and costs.

Voyage expenses. Voyage expenses decreased by $20.1 million, or 7.7%, to $239.9 million for the year ended December 31, 2014 compared to $260.0 million for the prior year. The decrease in the voyage expenses was primarily due to the decrease in spot market days, fuel costs per spot market day and port costs per spot market day for the year ended December 31, 2014 as compared to the prior year. Spot market days decreased by 258 days, or 3.0%, to 8,251 days for the year ended December 31, 2014 compared to 8,509 days for the prior year. The decrease in spot market days was primarily attributable to the decrease in both our fleet size and fleet utilization discussed above. Fuel costs, which represent the largest component of voyage expenses, decreased by $11.7 million, or 6.0%, to $183.7 million for the year ended December 31, 2014 compared to $195.4 million for the prior year. This decrease in fuel costs was primarily attributable to the decrease in spot market days discussed above and the decrease in the fuel costs per spot market day of $700, or 3.0%, to $22,262 for the year ended December 31, 2014 compared to $22,962 for the prior year. This decrease in the fuel costs per spot market day was primarily due to the decrease in oil prices during the year ended December 31, 2014 compared to the prior year. Port costs, which can vary depending on the geographic regions in which the vessels operate and their trading patterns, decreased by $10.2 million, or 20.0%, to $40.7 million for the year ended December 31, 2014 compared to $50.9 million for the prior year. The decrease in port costs was primarily due to a decrease in port costs per spot market day by $1,048, or 17.5%, to $4,935 for the year ended December 31, 2014 compared to $5,983 for the prior year. The decrease in port costs per spot market day was primarily the result of the differences in the ports visited in the year ended December 31, 2014 as compared to the prior year. Also contributing to the decrease in port costs was the decrease in spot market days discussed above.

Net voyage revenues. Net voyage revenues, which are voyage revenues minus voyage expenses, increased by $55.8 million, or 57.7%, to $152.5 million for the year ended December 31, 2014 compared to $96.7 million for the prior year. The increase in net voyage revenues was primarily attributable to higher spot charter and time charter TCE rates, primarily resulting from a higher charter rate environment, earned during the year ended December 31, 2014 compared to the prior year. Our average TCE rate increased by $7,439, or 75.2%, to $17,328 for the year ended December 31, 2014 compared to $9,889 for the prior year. Our spot market TCE rate increased by $7,679, or 80.6%, to $17,208 for the year ended December 31, 2014 compared to $9,529 for the prior year; while our time charter TCE rate increased by $6,821, or 55.4%, to $19,126 for the year ended December 31, 2014 compared to $12,305 for the prior year. (We had only one vessel engaged in time charter voyages as of December 31, 2014 and 2013). This increase in net voyage revenues was partially offset by the 10.0% decrease in our total operating days for fleet discussed above.

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The following is additional data pertaining to net voyage revenues:

	Year ended December 31,

	Year ended December 31,						Increase (Decrease)			% Change
	2014			2013			Increase (Decrease)			% Change
Net voyage revenue *(dollars in thousands)* :
Time charter:
VLCC	$	—		$	4,463		$	(4,463	)		(100.0	)%
Suezmax		10,528			9,629			899			9.3
Aframax		—			—			—			n/a
Panamax		—			312			(312	)		(100.0	)
Handymax		—			1,204			(1,204	)		(100.0	)


Total		10,528			15,608			(5,080	)		(32.5	)


Spot charter:
VLCC		43,227			21,275			21,952			103.2
Suezmax		57,154			36,655			20,499			55.9
Aframax		28,291			18,136			10,155			56.0
Panamax		9,798			3,706			6,092			164.4
Handymax		3,505			1,307			2,198			168.2


Total		141,975			81,079			60,896			75.1


Total Net Voyage Revenue	$	152,503		$	96,687		$	55,816			57.7


Vessel operating days:
Time charter:
VLCC		—			557			(557	)		(100.0	)
Suezmax		550			555			(5	)		(0.9	)
Aframax		—			—			—			n/a
Panamax		—			34			(34	)		(100.0	)
Handymax		—			123			(123	)		(100.0	)


Total		550			1,269			(719	)		(56.7	)


Spot charter:
VLCC		2,505			1,956			549			28.1
Suezmax		3,393			3,720			(327	)		(8.8	)
Aframax		1,441			1,895			(454	)		(24.0	)
Panamax		569			696			(127	)		(18.2	)
Handymax		343			242			101			41.7


Total		8,251			8,509			(258	)		(3.0	)


Total Operating Days for Fleet		8,801			9,778			(977	)		(10.0	)


Total Calendar Days for Fleet		9,379			10,145			(766	)		(7.6	)


Fleet Utilization		93.8	%		96.4	%		(2.6	)%		(2.7	)


Average Number Of Vessels		25.7			27.8			(2.1	)		(7.6	)


Time Charter Equivalent (TCE):
Time charter:
VLCC	$	—		$	8,013		$	(8,013	)		(100.0	)
Suezmax		19,126			17,368			1,758			10.1
Aframax		—			—			—			n/a
Panamax		—			9,170			(9,170	)		(100.0	)
Handymax		—			9,791			(9,791	)		(100.0	)
Combined		19,126			12,305			6,821			55.4

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	Year ended December 31,

	Year ended December 31,				Increase (Decrease)		% Change
	2014		2013		Increase (Decrease)		% Change
Spot charter:
VLCC		17,255		10,879		6,376		58.6
Suezmax		16,843		9,853		6,990		70.9
Aframax		19,634		9,569		10,065		105.2
Panamax		17,235		5,325		11,910		223.7
Handymax		10,231		5,401		4,830		89.4
Combined		17,208		9,529		7,679		80.6
Fleet TCE	$	17,328	$	9,889	$	7,439		75.2

Direct Vessel Operating Expenses. Direct vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs decreased by $6.1 million, or 6.7%, to $84.2 million for the year ended December 31, 2014 compared to $90.3 million for the prior year. This decrease in direct vessel operating expenses primarily related to the decrease in the size of our fleet discussed above for the year ended December 31, 2014 compared to the prior year. On a daily basis, direct vessel operating expenses per vessel increased by $77, or 0.9%, to $8,978 for the year ended December 31, 2014 compared to $8,901 for the prior year.

General and Administrative Expenses. General and administrative expenses increased by $0.6 million, or 2.8%, to $22.4 million for the year ended December 31, 2014 compared to $21.8 million for the prior year. The primary factors contributing to this increase were an increase in legal fees of $1.2 million and an increase in employee compensation of $1.3 million for the year ended December 31, 2014 as compared to the prior year. The increase in employee compensation was primarily the result of the accrual of a 2014 bonus of $1.0 million to our Chairman, Peter C. Georgiopoulos, in 2014. Mr. Georgiopoulos did not receive a bonus in 2013. The increase in general and administrative expenses was partially offset by a decrease of $1.0 million in the Portugal office's expenses during the year ended December 31, 2014 as compared to the prior year as a result of its winding-down.

Depreciation and Amortization. Depreciation and amortization, which includes depreciation of vessels as well as amortization of drydock and special survey costs, increased by $0.2 million, or 0.5%, to $46.1 million for the year ended December 31, 2014 compared to $45.9 million for the prior year. Vessel depreciation decreased $1.7 million while amortization of drydocking costs increased $1.7 million during the year ended December 31, 2014 compared to the prior year. The decrease in vessel depreciation was primarily due to the decrease in the average size of our fleet discussed above for the year ended December 31, 2014 compared to the prior year. The increase in the amortization of drydocking costs was primarily due to additional drydocking costs incurred during the year ended December 31, 2014. See " Capital Expenditures and Drydocking—Drydocking " below for a discussion of these drydocking costs.

Goodwill Write-off for Sales of Vessels. Goodwill associated with one Suezmax vessel of $1.2 million and two Aframax vessels of $1.1 million was written off during the years ended December 31, 2014 and 2013, respectively, as a result of the sales of these vessels. For more information, see " —Critical Accounting Policies—Goodwill " below.

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Loss on Goodwill Impairment. During the year ended December 31, 2014, we recorded $2.1 million of goodwill impairment as a result of our annual assessment. For more information, see " —Critical Accounting Policies—Goodwill " below.

Loss on Disposal of Vessels and Vessel Equipment. During the year ended December 31, 2014 and 2013, we incurred losses associated with the disposal of vessels and certain vessel equipment of $8.7 million (including the loss on sale of a Suezmax vessel of $6.3 million and an Aframax vessel of $0.4 million) and $2.5 million (including the loss on sale of an Aframax vessel of $1.1 million), respectively.

Loss on Impairment of Vessel. During the year ended December 31, 2013, we recorded a loss on impairment of a vessel of $2.0 million, which included writing such vessel down to its fair value. The vessel was classified as held for sale in December 2013 and sold in February 2014. During the year ended December 31, 2014, we did not record any loss on impairment of vessels.

Closing of Portugal Office. We announced the closing of our Portugal office in April 2014 and commenced the change of management of the vessels managed by the Portugal office in May 2014. For the year ended December 31, 2014, costs incurred associated with the closing of the Portugal office amounted to $5.1 million (primarily related to severance costs of $4.4 million) and are included in Closing of Portugal office on the consolidated statement of operations. We expect additional severance costs associated with the closing of our Portugal office of approximately $0.3 million for the period from January 1, 2015 to July 30, 2015.

Net Interest Expense. Net interest expense decreased by $4.8 million, or 13.8%, to $29.8 million for the year ended December 31, 2014 compared to $34.6 million for the prior year. The decrease was primarily due to the capitalization in 2014 of $9.0 million of interest expense associated with vessel construction as compared to the prior year when there was no vessel construction and thus no capitalization of interest expense. Also contributing to the decrease in our net interest expense was a decrease in our weighted average debt balance by $27.3 million, or 3.5%, to $747.8 million for the year ended December 31, 2014 compared to $775.1 million for the prior year primarily as a result of our repayment of $86.4 million under our $508M credit facility and $32.2 million under our $273M credit facility during the period from October 1, 2013 to December 31, 2014. Such decreases were partially offset by the increase in the weighted average interest rate applicable to our debt during the year ended December 31, 2014 as a result of the issuance of our senior notes in March 2014. Our senior notes currently accrue payment-in-kind interest at the rate of 11.0% per annum which is significantly higher than the rates applicable to our senior secured credit facilities which bear interest at LIBOR plus a margin of 4% per annum.

Liquidity and Capital Resources

Sources and Uses of Funds; Cash Management

Since 2012, our principal sources of funds have been equity financings, issuance of long-term debt, long-term bank borrowings and sales of our older vessels. Our principal uses of funds have been capital expenditures for vessel acquisitions, maintenance of the quality of our vessels, compliance with international shipping standards and environmental laws and regulations, funding working capital requirements and repayments on outstanding loan facilities.

Our practice has been to acquire vessels or newbuilding contracts using a combination of available cash, issuances of equity securities, bank debt secured by mortgages on our vessels and long-term debt securities. While we expect to use our operating cash flows and borrowings to fund amounts owed on newbuilding commitments or acquisitions, if any, on a short-term basis, we also intend to review other debt and equity financing alternatives to fund such acquisitions. (See " Business—2014 Acquired VLCC Newbuildings ," " Business—2015 Acquired VLCC Newbuildings " and " Risk Factors—We do not currently

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have debt or other financing committed to fund a significant portion of our VLCC newbuildings and we may be liable for damages if we breach our obligations under the VLCC shipbuilding contracts " relating to our planned sources for funding the remaining installments payments due under the VLCC shipbuilding contracts and certain risks related thereto.) Our business is capital intensive and our future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer vessels and the selective sale of older vessels. These acquisitions will be principally subject to management's expectation of future market conditions as well as our ability to acquire vessels on favorable terms. We believe that our current cash balance as well as operating cash flows and future borrowings under our credit facilities (including the expected borrowings under the credit facilities we intend to enter into to finance a portion of remaining installments under the VLCC shipbuilding contracts), together with the proceeds of this offering, will be sufficient to meet our liquidity needs for the next year. See " Business—2014 Acquired VLCC Newbuildings ," " Business—2015 Acquired VLCC Newbuildings" and " Risk Factors" for more information relating to VLCC shipbuilding contracts and certain risks related thereto.

Recent Equity Issuances

During the period from May 18, 2012 through December 11, 2013, we issued 1,269,625 shares of Common Stock for aggregate gross proceeds of approximately $30.0 million and in satisfaction of approximately $5.9 million of liabilities. During this period, we also issued 10,146 shares of Series A Preferred Stock for aggregate gross proceeds of approximately $10.2 million. On December 11, 2013, we reclassified our existing Common Stock into Class A Common Stock. During the period from December 12, 2013 through the date of this prospectus we issued 21,391,530 shares of Class B Common Stock for aggregate gross proceeds of approximately $395.7 million. Additionally, during this period all 10,146 shares of Series A Preferred Stock were converted into 611,468 shares of Class B Common Stock. For more information on our recent equity issuances, see " Related Party Transactions" and Notes 19 and 20 to the financial statements for the years ended December 31, 2014 and 2013 included elsewhere in this prospectus.

On May 7, 2015, in connection with the consummation of the 2015 merger, all shares of Class A Common Stock and Class B Common Stock, were converted to a single class of common stock on a one-to-one basis upon the filing of our Third Amended and Restated Articles of Incorporation. Additionally, pursuant to the terms of the 2015 merger, each former shareholder of Navig8 Crude that is determined by us to be permitted to receive our common stock pursuant to the Securities Act is entitled to merger consideration of 0.8947 shares of our common stock for each share of Navig8 Crude. Former shareholders of Navig8 Crude that are not determined by the Company to be permitted to receive our common stock pursuant to the Securities Act (e.g., shareholders that are not "accredited investors," as defined in Regulation D promulgated under the Securities Act) are entitled to cash consideration. At the closing of the 2015 merger, we deposited into an account maintained by the 2015 merger exchange and paying agent, in trust for the benefit of Navig8 Crude's former shareholders, 31,233,170 shares of Gener8 and $4.5 million in cash. The number of shares and amount of cash deposited into such account was calculated based on an assumption that the holders of 1% of Navig8 Crude's shares are not permitted to receive our shares as consideration. If, at any time, we determine that more or less than 1% of Navig8 Crude's shares are not permitted to receive our shares as consideration, we and the 2015 merger exchange and paying agent shall exchange cash for shares as necessary. If a large proportion of Navig8 Crude's shareholders are determined to not be entitled to receive shares of our common stock pursuant to the Securities Act under the 2015 merger agreement, our cash flows and liquidity may be adversely affected.

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In connection with the 2015 merger agreement, until twenty four months following the anniversary of the closing of the 2015 merger, we are required, subject to a maximum amount of $75 million and a deductible of $5 million, to indemnify and defend General Maritime's or Navig8 Crude's shareholders, in each case immediately prior to the 2015 merger, in respect of certain losses arising from inaccuracies or breaches in the representations and warranties of, or the breach prior to the closing of the 2015 merger by, Navig8 Crude and General Maritime, respectively. See " Risk Factors—Risk Factors Related to our Financings—You may experience substantial dilution if any claims are made by General Maritime or Navig8 Crude's former shareholders pursuant to the 2015 merger agreement."

Additionally, on May 7, 2015, upon consummation of the 2015 merger, pursuant to the 2015 equity purchase agreement entered into in connection with the 2015 merger, we issued an aggregate of 483,971 shares to the commitment parties as a commitment premium as consideration for their purchase commitments under such agreement. The commitment to purchase our common stock by the commitment parties will terminate upon the consummation of this offering. See " Related Party Transactions—2015 Equity Purchase Agreement " for more information about the 2015 equity purchase agreement.

Debt Financings

Description of Indebtedness. See " Description of Indebtedness " herein for a description of our debt financings including a repayment schedule of outstanding borrowings.

Export Credit Facilities. We are seeking to enter into two new credit facilities, which we refer to as the "Korean Export Credit Facility" and the "Chinese Export Credit Facility" and, collectively, the "Export Credit Facilities," to fund a portion of the remaining installment payments due under the shipbuilding contracts for our 21 VLCC newbuildings, and in connection therewith we have received non-binding letters of intent from Korea Trade Insurance Corporation, which we refer to as the "K-sure Letter of Intent," from The Export-Import Bank of Korea, which we refer to as the "Korea Eximbank Letter of Intent," and from China Export & Credit Insurance Corporation, which we refer to as the "Sinosure Letter of Intent." We refer to all three letters of intent collectively as the "Letters of Intent." Pursuant to the K-sure Letter of Intent, Korea Trade Insurance Corporation expressed interest in insuring a portion of the $1,007 million Korean Export Credit Facility. Pursuant to the Korea Eximbank Letter of Intent, the Export-Import Bank of Korea expressed interest in loaning and/or guaranteeing a portion of the Korean Export Facility, in an amount of up to $353 million. Pursuant to the Sinosure Letter of Intent, the Chinese Export & Credit Insurance Corporation expressed interest in providing export credit insurance support for a portion of the $397 million Chinese Export Credit Facility. We expect that under the definitive documentation for the Export Credit Facilities, at or around the time of delivery of each of our 21 VLCC buildings, an amount equal to the lower of (i) 65% of the final contract price of such VLCC newbuilding and (ii) 60% of the fair market value of such VLCC newbuilding tested at or around the time of delivery of such VLCC newbuilding will be available to be drawn under the applicable Export Credit Facility.

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definitive documentation for the Export Credit Facilities. We expect the amortization profile of the Export Credit Facilities to be between 12 to 15 years.

Refinancing Facility

⁹: Based on most recent valuations (as of May 2015) of our operating vessels submitted to our lenders for covenant compliance purposes under our senior secured credit facilities and third-party appraisals of our VLCC newbuildings (as of May 2015). See " Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Vessels and Depreciation " for further information on the valuations of our operating vessels.

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liens; limitations on transactions with affiliates; limitations on restricted payments; maintenance of flag and class of collateral vessels; and other customary covenants and related provisions. In addition, we expect that the definitive documentation for the Refinancing Facility would include customary events of default and remedies for credit facilities of this nature, subject to customary cure periods for credit facilities of this nature.

Cash and Working Capital

Our cash and cash equivalents increased by $16.4 million to $163.7 million as of March 31, 2015 from $147.3 million as of December 31, 2014. This increase was primarily due to the net cash provided by operating activities during the three months ended March 31, 2015 of $39.3 million. This increase in cash and cash equivalents was partially offset by the payments in respect of the VLCC Newbuildings of $22.4 million (including capitalized interest) during the three months ended March 31, 2015.

Our cash and cash equivalents increased by $49.6 million to $147.3 million as of December 31, 2014 from $97.7 million as of December 31, 2013. This increase was primarily due to the receipt of the net proceeds from the issuance of common stock of $196.1 million and the net proceeds from the issuance of the senior notes of $125.0 million received during the year ended December 31, 2014. This increase in cash and cash equivalents was partially offset by the payments in respect of the VLCC Newbuildings of $255.2 million (including capitalized interest) during the year ended December 31, 2014.

Net working capital is current assets (excluding cash and cash equivalents) minus current liabilities.

Our net working capital decreased by $8.5 million to $22.1 million as of March 31, 2015 from $30.6 million as of December 31, 2014. The primary factor contributing to this decrease was an increase in the current portion of long-term debt to $12.1 million. No long-term debt was due within one year as of December 31, 2014. Also contributing to the decrease in our working capital was a decrease in bunker balance included in prepaid expenses and other current assets of $3.5 million to $20.8 million as of March 31, 2015 compared to $24.3 million as of December 31, 2014, primarily due to the decrease in bunker prices discussed above. The decrease in net working capital was partially offset by an increase in due from charterers balance of $3.7 million to $53.7 million as of March 31, 2015 compared to $50.0 million as of December 31, 2014, primarily due to the increase in our spot market TCE rate during the period from October 1, 2014 to March 31, 2015.

Our net working capital increased by $7.1 million to $30.6 million as of December 31, 2014 from $23.5 million as of December 31, 2013. The primary factors contributing to this increase was a decrease in accounts payable and accrued expenses of $26.7 million, primarily due to the decrease in bunker prices and spot market days during the fourth quarter of 2014 as compared to the fourth quarter of 2013, as well as the payment of bunker costs during the year ended December 31, 2014. The increase in net working capital was partially offset by a decrease in bunker balance included in prepaid expenses and other current assets and a decrease in vessel held for sale during the year ended December 31,

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2014 as compared to the prior year. Bunker balance decreased by $13.1 million to $24.3 million as of December 31, 2014 compared to $37.4 million as of December 31, 2013, primarily due to the decrease in bunker prices and our fleet size discussed above. Current assets include vessel held for sale. Vessel held for sale decreased to nil as of December 31, 2014 as compared to $5.9 million (associated with the sale of an Aframax vessel in February 2014) as of December 31, 2013.

Cash Flows from Operating Activities. Net cash provided by operating activities was $39.3 million for the three months ended March 31, 2015 which resulted from a net income of $30.9 million, and non-cash charges to operations of $15.8 million, and offset by a change in various assets and liabilities balances (adjusted for non-cash or non-operating activities) of $7.4 million.

Net cash provided by operating activities was $3.0 million for the three months ended March 31, 2014 which resulted from a net income of $7.5 million and non-cash charges to operations of $13.0 million, and offset by a change in various assets and liabilities balances (adjusted for non-cash or non-operating activities) of $17.5 million.

Net cash used in operating activities was $11.8 million for the year ended December 31, 2014 which resulted from a net loss of $47.1 million and a change in various assets and liabilities balances (adjusted for non-cash or non-operating activities) of $34.2 million, offset by non-cash charges to operations of $69.5 million during the year. The change in various assets and liabilities balances consisted primarily of the decrease in accounts payable and accrued expenses of $26.7 million discussed above.

Net cash used in operating activities was $40.5 million for the year ended December 31, 2013 which resulted from a net loss of $101.1 million, offset by non-cash charges to operations of $53.1 million and a change in various assets and liabilities balances (adjusted for non-cash or non-operating activities) of $7.5 million.

Cash Flows from Investing Activities. Net cash used in investing activities was $22.9 million for the three months ended March 31, 2015, which primarily consisted of capital spending on the 2014 acquired VLCC newbuildings (including payments of capitalized interest) of $22.4 million.

Net cash used in investing activities was $156.8 million for the three months ended March 31, 2014, which primarily consisted of capital spending on the 2014 acquired VLCC newbuildings of $162.7 million, partially offset by net proceeds from the sale of an Aframax vessel of $6.4 million.

Net cash used in investing activities was $238.0 million for the year ended December 31, 2014, which consisted primarily of $255.2 million of capital spending on the 2014 acquired VLCC newbuildings and $5.5 million of capital spending on vessel improvements and other fixed assets, partially offset by net proceeds from the sales of an Aframax vessel and a Suezmax vessel of $22.7 million.

Net cash provided by investing activities was $4.3 million for the year ended December 31, 2013, which primarily consisted of net proceeds from the sale of an Aframax vessel of $7.5 million, partially offset by capital spending on vessel improvements and other fixed assets of $3.2 million.

Cash Flows from Financing Activities. Net cash used in financing activities was $0.4 million for the three months ended March 31, 2015, which related to professional fees paid in connection with our potential initial public offering.

Net cash provided by financing activities was $159.4 million for the three months ended March 31, 2014, which primarily consisted of net proceeds from issuance of Class B common stock of $166.8 million, partially offset by the repayment of $6.4 million of outstanding borrowings under our $508M credit facility using the proceeds from the sales of an Aframax vessel.

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Net cash provided by financing activities was $299.4 million for the year ended December 31, 2014, which primarily consisted of net proceeds from issuance of Class B common stock of $196.1 million and borrowings under senior notes of $125.0 million, partially offset by the repayment of $21.4 million of outstanding borrowings under our $508M credit facility using the proceeds from the sales of an Aframax vessel and a Suezmax vessel.

Net cash provided by financing activities was $104.9 million for the year ended December 31, 2013, which primarily consisted of net proceeds from issuance of Class B common stock and preferred stock of $203.9 million, partially offset by the repayment of outstanding borrowings under our senior secured credit facilities of $97.3 million.

Capital Expenditures and Drydocking

Drydocking. We incur expenditures to fund our drydock program of regularly scheduled in-water surveys or drydocking necessary to preserve the quality of our vessels as well as to comply with international shipping standards and environmental laws and regulations. Management anticipates that vessels which are younger than 15 years are required to undergo in-water surveys approximately 2.5 years after a drydock and that vessels are to be drydocked approximately every five years, while vessels 15 years or older are to be drydocked approximately every 2.5 years in which case the additional drydocks take the place of these in-water surveys.

During the three months ended March 31, 2015 and 2014, and the years ended December 31, 2014 and 2013, we incurred $1.9 million, $3.5 million, $12.8 million and $5.3 million, respectively, of drydock related costs. For the year ending December 31, 2015, we anticipate that we will incur costs associated with drydocks on four vessels. We estimate that the expenditures to complete drydocks during 2015 will aggregate approximately $9.9 million (including the amounts incurred during the three months ended March 31, 2015), and that such vessels will be off-hire for approximately 158 days in 2015 to effect these drydocks.

For the year ending December 31, 2015, we anticipate that we will incur costs associated with in-water intermediate surveys on nine vessels, and these vessels will be off-hire for approximately 53 days in 2015 to effect these intermediate surveys. The expenditures to complete intermediate surveys will be recorded as direct vessel operating expenses as incurred.

Capital Improvements. During the three months ended March 31, 2015 and 2014, and the years ended December 31, 2014 and 2013, we capitalized $0.5 million, $0.6 million, $5.5 million and $3.2 million, respectively, relating to capital projects including environmental compliance equipment upgrades, satisfying requirements of oil majors and vessel upgrades. For the year ending December 31, 2015, we have budgeted approximately $6.4 million for such projects as well as an additional $3.8 million for certain items expected to be required for vessel dry-dockings in early 2016 (including the amounts incurred during the three months ended March 31, 2015.)

The United States ratified Annex VI to the International Maritime Organization's MARPOL Convention effective in October 2008. This Annex relates to emission standards for Marine Engines in the areas of particulate matter, NOx and SOx and establishes Emission Control Areas. The emission program is intended to reduce air pollution from ships by establishing a new tier of performance-based standards for diesel engines on all vessels and stringent emission requirements for ships that operate in coastal areas with air-quality problems. Annex VI includes a global cap on the sulfur content of fuel oil, and provides for stringent controls of sulfur emissions in Emission Control Areas. By January 2012, fuel oil could contain no more than 3.50% sulfur; by January 2020, sulfur content cannot exceed 0.50%. All of our vessels currently comply with Marpol Annex VI emission standards by burning 0.1% low sulfur fuel in the main engine, auxiliary engines, and boilers, which has resulted in increased fuel cost when operating in the Emission Control Areas mentioned above. We currently receive additional compensation from charterers when using 0.1% low sulfur fuel. We may incur additional costs in the

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future depending on pricing and availability of low sulfur fuel, regulatory rule changes, or a change in the treatment of these costs by charterers, which may require modifications to the vessel or installation of scrubbers to continue to meet the required emission standards.

Certain vessels in our fleet will require the installation of a Ballast Water Management System to meet regulatory requirements, which must be satisfied by the first scheduled dry-docking after January 1, 2016. See " Business—Environmental and Other Regulations—Other United States Environmental Regulations " and " Business—Environmental and Other Regulations—Pollution Control and Liability Requirements " for a description of certain of the requirements governing the management of ballast water. Our capital improvements budget for the year ending December 31, 2015 mentioned above includes $2.1 million for purchase of Ballast Water Management Systems equipment.

We are currently evaluating the possible installation of energy saving devices when dry-docking certain vessels. The installation of this equipment will be dependent on vessel age and performance, fuel pricing, and projected tanker market conditions. Our capital improvements budget for the year ending December 31, 2015 mentioned above includes approximately $0.9 million for such upgrades.

Vessel Acquisitions and Disposals. In March 2014 we acquired seven VLCC newbuilding contracts. See " Business—2014 Acquired VLCC Newbuildings " for further information regarding these newbuilding contracts. On May 7, 2015 we acquired 14 additional VLCC newbuilding contracts. See " Business—2015 Merger" and "Business—2015 Acquired VLCC Newbuildings " for further information regarding these newbuilding contracts.

We sold one Aframax vessel in each of February 2014 and October 2013, respectively. We sold one Suezmax vessel in July 2014.

Other Commitments. In 2004, we entered into a 15-year lease for office space in New York, New York. The monthly rental is as follows: free rent from December 1, 2004 to September 30, 2005; $109,724 per month from October 1, 2005 to September 30, 2010; $118,868 per month from October 1, 2010 to September 30, 2015; and $128,011 per month from October 1, 2015 to September 30, 2020. The monthly straight-line rental expense is approximately $145,000, including amortization of the lease asset recorded on May 17, 2012 associated with fresh-start accounting, for the period from May 18, 2012 to September 30, 2020. During the three months ended March 31, 2015 and 2014, we recorded approximately $0.4 million of expense associated with this lease each quarter; and during the years ended December 31, 2014 and 2013, we recorded approximately $1.8 million of expense associated with this lease each year.

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The following is a tabular summary of our future contractual obligations as of December 31, 2014 for the categories set forth below:

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

*(dollars in thousands)*	Total		2015		2016		2017		2018		2019		Thereafter

$508M credit facility	$	414,680	$	—	$	57,809	$	356,871	$	—	$	—	$	—
$273M credit facility		241,581		—		17,015		224,566		—		—		—
Interest expenses of senior secured credit facilities(1)		63,187		27,481		26,568		9,138		—		—		—
Senior notes		131,600		—		—		—		—		—		131,600
Interest expense of senior notes(1)		115,450		—		—		—		—		—		115,450
2014 Acquired VLCC shipbuilding contracts		487,288		198,190		289,098		—		—		—		—
Supervision Agreements(2)		3,450		2,750		700		—		—		—		—
Senior officer employment agreements(3)		1,125		1,125		—		—		—		—		—
Portugal Office Closure(4)		1,254		1,254		—		—		—		—		—
Office Leases		8,795		1,499		1,536		1,536		1,536		1,536		1,152


Total commitments(5)(6)	$	1,468,410	$	232,299	$	392,726	$	592,111	$	1,536	$	1,536	$	248,202

(1): Future interest payments on our $508M credit facility and $273M credit facility are based on our current outstanding balance using a current borrowing LIBOR rate of 0.1875% plus the applicable margin of 400 basis points. Interest on the senior notes accrues at the rate of 11.0% per annum in the form of additional senior notes and the balloon repayment is due 2020, except that if we at any time irrevocably elect to pay interest in cash for the remainder of the life of the senior notes, interest on the senior notes will thereafter accrue at the rate of 10.0% per annum. The interest expense of senior notes listed above assumes the balloon repayment in 2020 and accordingly includes the payment-in-kind interest of $13.1 million which has accrued as of March 31, 2015.
(2): Refers to Project Consultation and Site Building Supervision Agreements entered into in May 2014 by each of the 2014 acquired VLCC shipbuilding SPVs with Scorpio Ship Management S.A.M.
(3): Senior officer employment agreements are evergreen and renew for subsequent terms of one year. This table excludes future renewal periods.
(4): Primarily consists of severance costs associated with the closing of our Portugal office. See " —Results of Operations—Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013—Closing of Portugal Office" for further information about the closure of our Portugal office.
(5): This tabular summary excludes obligations arising as a result of the 2015 merger, including the $986.9 million in remaining installment payments due under the 2015 acquired VLCC shipbuilding contracts and the $5.2 million in remaining fees due under the Navig8 supervision agreements as of June 7, 2015, which are more fully described in " Related Party Transaction—Related Party Transactions of Navig8 Crude Tankers Inc. "
(6): This tabular summary excludes obligations arising under the letter agreement dated as of July 17, 2014, by and between General Maritime Corporation and Evercore Group LLC. $0.5 million became due and payable under this letter agreement in the first quarter of 2015 and $5.5 million became due upon consummation of the 2015 merger on May 7, 2015.

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Off-Balance-Sheet Arrangements

As of December 31, 2014, other than as described above, we did not have any material off-balance-sheet arrangements as defined in Item 303(a)(4) of SEC Regulation S-K.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or "GAAP." The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting policies.

Accounting for the Chapter 11 Plan. On May 17, 2012, which we refer to as the "effective date," we completed our financial restructuring and emerged from Chapter 11 of the United States Bankruptcy Code through a series of transactions contemplated by our Plan of Reorganization, or the "Chapter 11 plan," and the Chapter 11 plan became effective pursuant to its terms. We follow the guidance of Financial Accounting Standards Board, or "FASB," Accounting Standards Codification, or "ASC," Topic 852, Reorganizations. Pursuant to this, we adopted fresh start accounting which results in a new basis of accounting and reflects the allocation of our estimated fair value to our underlying assets and liabilities. The excess of reorganization value over the fair value of tangible and identifiable intangible assets and liabilities is recorded as goodwill.

Revenue Recognition. Revenue is generally recorded when services are rendered, we have a signed charter agreement or other evidence of an arrangement, pricing is fixed or determinable and collection is reasonably assured. Our revenues are earned under time charters, pool agreements or spot market voyage contracts. Revenue from time charters is earned and recognized on a daily basis. Revenue for spot market voyage contracts is recognized based upon the percentage of voyage completion. The percentage of voyage completion is based on the number of spot market days worked at the balance sheet date divided by the total number of days expected on the voyage. The period over which voyage revenues are recognized commences at the time the vessel departs from its last discharge port and ends at the time the discharge of cargo at the next discharge port is completed. We do not begin recognizing revenue until a charter has been agreed to by the customer and us, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage. We do not recognize revenue when a vessel is off hire. Estimated losses on voyages are provided for in full at the time such losses become evident. Generally, under pool arrangements, the members of the pool typically share in the revenue less voyage expenses generated by the entire group of vessels in the pool, and if the pool operates in the spot market, the revenue earned by these vessels is subject to the fluctuations of the spot market. We generally recognize revenue from these pool arrangements based on our portion of the net distributions reported by the relevant pool, which represents the net voyage revenues of the pool after voyage expenses and pool manager fees. All of our vessels in Unique Tankers pool have been chartered in the spot market. However, since all vessels in the Unique Tankers pool are owned by us and since Unique Tankers LLC is one of our wholly-owned subsidiaries, we currently recognize revenues from the Unique Tankers pool based upon the percentage of voyage completion.

Allowance for Doubtful Accounts. To the extent that some voyage revenues become uncollectible, the amounts of these revenues would be expensed at that time. We provide a reserve for our freight

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and demurrage revenues based upon our historical record of collecting these amounts. As of March 31, 2015, we provided a general reserve based on aging of these claims, in addition to specific reserves on certain long-aged or doubtful receivables, which we believe is adequate in light of our collection history. We periodically review the adequacy of this reserve so that it properly reflects our collection history. To the extent that our collection experience changes, such reserve would increase or decrease accordingly.

In addition, certain of our time charter contracts contain speed and fuel consumption provisions. We have a reserve for potential claims, which is based on the amount of cumulative time charter revenue recognized under these contracts which we estimate may need to be repaid to the charterer due to failure to meet these speed and fuel consumption provisions.

Vessels and Depreciation. Vessels, net is stated at cost, adjusted to fair value pursuant to fresh-start reporting, less accumulated depreciation. Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from date of initial delivery from the shipyard.

Depreciation is based on cost, adjusted to fair value pursuant to fresh-start reporting, less the estimated residual scrap value. The costs of significant replacements, renewals and betterments are capitalized and depreciated over the shorter of the vessel's remaining useful life or the life of the renewal or betterment. Depreciation expense of vessel assets for the three months ended March 31, 2015 and 2014, and the years ended December 31, 2014 and 2013, totaled approximately $9.6 million, $10.6 million, $42.4 million and $44.1 million, respectively. Undepreciated cost of any asset component being replaced is written off as a component of Loss on disposal of vessels and vessel equipment. Expenditures for routine maintenance and repairs are expensed as incurred. Leasehold improvements are depreciated over the shorter of the life of the assets (10 years) or the remaining term of the lease.

Effective January 1, 2015, the Company increased the estimated residual scrap value of the vessels from $265/LWT to $325/LWT prospectively based on the 15-year average scrap value of steel. The change in the estimated residual scrap value will result in a decrease in depreciation expense over the remaining lives of the vessel assets. During the three months ended March 31, 2015, the effect of the increase in the estimated residual scrap value was to decrease depreciation expense and to increase net income by approximately $0.7 million, and to increase net income per basic and diluted common share by $0.02.

The carrying value of each of our vessels does not represent the fair market value of such vessel or the amount we could obtain if we were to sell any of our vessels, which could be more or less. Under U.S. GAAP, we would not record a loss if the fair market value of a vessel (excluding its charter) is below our carrying value unless and until we determine to sell that vessel or the vessel is impaired as discussed below under " Impairment of long-lived assets ."

Pursuant to our senior secured credit facilities, we regularly submit to the lenders valuations of our vessels on an individual charter free basis in order to calculate our compliance with the collateral maintenance covenants. Such a valuation is not necessarily the same as the amount any vessel may bring upon sale, which may be more or less, and should not be relied upon as such. In the chart below, we list each of our vessels, the year it was built, the year we acquired it, and its carrying value at March 31, 2015. We have indicated by an asterisk those vessels for which the vessel valuations for covenant compliance purposes under our senior secured credit facilities as of the most recent compliance testing date were lower than their carrying values at March 31, 2015. The most recent compliance testing date was May 27, 2015 under our senior secured credit facilities. The carrying value

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at March 31, 2015 of 1 of our 25 vessels marked with an asterisk exceeded the valuation of such vessel received for covenant compliance purposes by $0.3 million.

Vessels			Carrying Value

			(in thousands)
Genmar Orion	2002	2003	$	25,681
Genmar Spyridon	2000	2003	$	20,307
Genmar Argus	2000	2003	$	20,434
Genmar Harriet G	2006	2006	$	36,322
Genmar Horn	1999	2003	$	17,313
Genmar Kara G	2007	2007	$	39,381
Genmar Phoenix	1999	2003	$	17,502
Genmar St. Nikolas	2008	2008	$	42,481
Genmar George T	2007	2007	$	39,520
Genmar Hercules	2007	2010	$	57,313
Genmar Atlas	2007	2010	$	57,377
Genmar Strength	2003	2004	$	19,255
Genmar Defiance	2002	2004	$	17,081
Genmar Poseidon	2002	2010	$	34,564
Genmar Zeus	2010	2010	$	73,124
Genmar Ulysses	2003	2010	$	39,241
Genmar Maniate	2010	2010	$	49,137
Stena Compatriot	2004	2008	$	16,545
Stena Companion	2004	2008	$	16,686
Stena Consul*	2004	2008	$	16,591
Genmar Vision	2001	2008	$	31,630
Genmar Victory	2001	2008	$	31,734
Genmar Elektra	2002	2008	$	16,946
Genmar Daphne	2002	2008	$	17,102
Genmar Spartiate	2011	2011	$	51,902

*: Refer to preceding paragraph.

Replacements, Renewals and Betterments. We capitalize and depreciate the costs of significant replacements, renewals and betterments to our vessels over the shorter of the vessel's remaining useful life or the life of the renewal or betterment. The amount capitalized is based on our judgment as to expenditures that extend a vessel's useful life or increase the operational efficiency of a vessel. Costs that are not capitalized are written off as a component of direct vessel operating expense during the period incurred. Expenditures for routine maintenance and repairs are expensed as incurred.

Deferred Drydock Costs. Our vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating. We defer costs associated with drydocks as they occur and amortize these costs on a straight line basis over the estimated period between drydocks.

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Impairment of Long-Lived Assets. We follow FASB ASC 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the asset's carrying amount. In the evaluation of the future benefits of long-lived assets, we perform an analysis of the anticipated undiscounted future net cash flows of the related long-lived assets including consideration of estimated future freight rates, vessel utilization, vessel operating costs and other factors. If the carrying value of the related asset exceeds the undiscounted cash flows, the carrying value is reduced to its fair value. We estimate fair value primarily through the use of third-party valuations performed on an individual vessel basis. Various factors, including the use of trailing 10-year industry average for each vessel class to forecast future charter rates and vessel operating costs and the use of a fleet utilization rate based on our historical average, are included in this analysis.

During 2013, tanker rates were depressed. As a result, we concluded that impairment indicators were present and therefore prepared an analysis which estimated the future undiscounted cash flows for each vessel. Based on the analysis, which included consideration of our long-term intentions relative to our vessels, including our assessment of whether we would drydock and continue to operate our older vessels given the weak current rate environment, it was determined that an impairment loss in 2013 related to one vessel sold in February 2014 amounted to $2.1 million, and was calculated as the difference between the vessel's carrying value and its net realizable value. During 2014 and the three months ended March 31, 2015, we did not perform such analysis to estimate the future undiscounted cash flows for each vessel due to the upward trend in vessel values and shipping rates and lack of indicators for vessel impairment during the period.

Goodwill. We follow the provisions of FASB ASC 350-20-35, Intangibles—Goodwill and Other. This statement requires that goodwill and intangible assets with indefinite lives be tested for impairment at least annually or when there is a triggering event and written down with a charge to operations when the carrying amount of the reporting unit that includes goodwill exceeds the estimated fair value of the reporting unit. If the carrying value of the goodwill exceeds the reporting unit's implied goodwill, such excess must be written off.

FASB ASC 350-20-35, Intangibles—Goodwill and Other, bases the accounting for goodwill on the units of the combined entity into which an acquired entity is integrated (those units are referred to as reporting units). A reporting unit is an operating segment as defined in FASB ASC 280, Disclosures about Segments of an Enterprise and Related Information, or one level below an operating segment. We consider each vessel to be an operating segment and a reporting unit. Accordingly, goodwill relating to our emergence from Chapter 11 on May 17, 2012 was allocated to the 29 vessel/reporting units based on their proportional fair value as of that date.

FASB ASC 350-20-35 provides guidance for impairment testing of goodwill, which is not amortized. Other than goodwill, we do not have any other intangible assets that are not amortized. Goodwill is tested for impairment using a two-step process that begins with an estimation of the fair value of our reporting units. The first step is a screen for potential impairment and the second step measures the amount of impairment, if any. The first step involves a comparison of the estimated fair value of a reporting unit with its carrying amount. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is considered unimpaired. Conversely, if the carrying amount of the reporting unit exceeds its estimated fair value, the second step is performed to measure the amount of impairment, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by allocating the estimated fair value of the reporting unit to the estimated fair value of its existing assets and liabilities in a manner similar to a purchase price allocation. The unallocated portion of the estimated fair value of the reporting unit is the implied fair value of goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment

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loss, equivalent to the difference, is recorded as a reduction of goodwill and a charge to operating expense.

In our 2014 and 2013 annual assessments of goodwill for impairment, we estimated the fair value of the reporting units to which goodwill has been allocated over their remaining useful lives. For this purpose, over their remaining useful lives, we use the trailing 10-year industry average rates for each vessel class recognizing that the transportation of crude oil and petroleum products is cyclical in nature and is subject to wide fluctuation in rates, and our management believes the use of a 10-year average is the best measure of future rates over the remaining useful life of our fleet. Also for this purpose, we use a fleet utilization rate based on our historic average.

We expect to incur the following costs over the remaining useful lives of the vessels in our fleet:

•: Vessel operating costs based on historic costs adjusted for inflation,
•: Drydocking costs based on historic costs adjusted for inflation, and
•: General and administrative costs based on budgeted costs adjusted for inflation.

The more significant factors which could impact management's assumptions regarding voyage revenues, drydocking costs and general and administrative expenses include, without limitation: (a) loss or reduction in business from our significant customers; (b) changes in demand; (c) material declines in rates in the tanker market; (d) changes in production of or demand for oil and petroleum products, generally or in particular regions; (e) greater than anticipated levels of tanker newbuilding orders or lower than anticipated rates of tanker scrapping; (f) changes in rules and regulations applicable to the tanker industry, including, without limitation, legislation adopted by international organizations such as the International Maritime Organization and the European Union or by individual countries; (g) actions taken by regulatory authorities; and (h) increases in costs including without limitation: crew wages, insurance, provisions, repairs and maintenance.

Step 1 of impairment testing as of November 30, 2014 and 2013 consisted of determining and comparing the fair value of a reporting unit, calculated using the weighted average of expected future cash flows (discounted by our weighted average cost of capital), the fair value of the vessels owned by the reporting unit, and the reporting unit's equity value implied by our recent equity transactions and other market based considerations, to the carrying value of the reporting unit. Based on performance of this test, it was determined that the goodwill allocated to 3 reporting units and 0 reporting units in 2014 and 2013, respectively, may be impaired. We then undertook the second step of the goodwill impairment test in 2014, which involves the procedures discussed above. As a result of this testing, our management determined that goodwill allocated to 2 of these reporting units in 2014 was impaired, which resulted in a write-off during the year ended December 31, 2014 of $2.1 million.

Additionally, goodwill associated with one Suezmax vessel, which was sold in July 2014, of $1.2 million was written-off during the year ended December 31, 2014. One Aframax vessel was sold in October 2013 and another Aframax vessel, which was held for sale at December 31, 2013, was sold in February 2014. Goodwill associated with these two vessels of $1.1 million was written-off during the year ended December 31, 2013.

It was determined that there was no indicator of goodwill impairment during the three months ended March 31, 2015 and 2014.

Stock-Based Compensation

Compensation cost for all stock awards expected to vest is measured at fair value on the date of grant and recognized over the service period. The fair value of restricted stock is determined based on the number of shares granted and the value of our common stock. The fair value of options is based on the fair value of such options at the time of grant. Such value is recognized as an expense over the

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service period, net of estimated forfeitures. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including economic environment and historical experience.

Recent Accounting Pronouncements

In April 2014, the FASB issued Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under this new guidance, only disposals that represent a strategic shift that has (or will have) a major effect on the entity's results and operations would qualify as discontinued operations. In addition, the new guidance expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. The new standard is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2014. We do not expect a material impact on our consolidated financial statements as a result of the adoption of this standard.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, or "ASU 2014-09," which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, and shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the potential impact of this standard update on our consolidated financial statements.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, Amendments to the Consolidation Analysis, which focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This new standard simplifies consolidation accounting by reducing the number of consolidation models and providing incremental benefits to stakeholders. In addition, the new standard places more emphasis on risk of loss when determining a controlling financial interest, reduces the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (a "VIE"), and changes consolidation conclusion for public and private companies in several industries that typically make use of limited partnerships or VIEs. The new standard will be effective for periods beginning after December 15, 2015 for public companies. For private companies and not-for-profit organizations, the new standard will be effective for annual periods beginning after December 15, 2016; and for interim periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We are evaluating the potential impact of this standard update on our consolidated financial statements.

Quantitative and Qualitative Disclosure of Market Risk

Interest Rate Risk. We are exposed to various market risks, including changes in interest rates. The exposure to interest rate risk relates primarily to our debt. At March 31, 2015 and December 31, 2014, we had $656.2 million of floating rate debt with a margin over LIBOR of 4%. As of March 31, 2015 and December 31, 2014, we were not party to any interest rate swaps.

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A 100 basis point (one percent) increase in LIBOR would have increased interest expense on our outstanding floating rate indebtedness, amounting to $656.2 million as of March 31, 2015 and December 31, 2014, that was not hedged by approximately $1.6 million for the three months ended March 31, 2015 and $6.7 million for the year ended December 31, 2014.

The consummation of this offering and the use of proceeds to repay or redeem a portion of our current indebtedness is expected to decrease our exposure to variable rate debt.

Foreign Exchange Rate Risk. The international tanker industry's functional currency is the U.S. Dollar. Virtually all of our revenues and most of our operating costs are in U.S. Dollars. We incur certain operating expenses, drydocking, and overhead costs in foreign currencies, the most significant of which is the Euro, as well as British Pounds, Japanese Yen, Singapore Dollars, Australian Dollars and Norwegian Kroner.

During the three months ended March 31, 2015, approximately 0.1% of our direct vessel operating expenses was denominated in foreign currencies. During the year ended December 31, 2014, approximately 5.9% of our direct vessel operating expenses was denominated in foreign currencies. The potential additional expense from a 10% adverse change in quoted foreign currency exchange rates, as it relates to all of these currencies, would have been approximately $2,000 for the three months ended March 31, 2015 and $0.5 million for the year ended December 31, 2014.

As discussed under " Business—Employees " we are in the process of closing our Portugal office and other offices outside the U.S. and expect these closures to be complete prior to July 1, 2015. Following the closure of these offices, we expect that our exposure to currency exchange rate fluctuations will be significantly reduced.

Commodity Risk. Fuel costs represent the largest component of our voyage expenses. An increase in the price of fuel may adversely affect our profitability if these increases cannot be passed onto customers. The price and supply of fuel is unpredictable and fluctuates as a result of events outside our control, including geo-political developments, supply and demand for oil and gas, actions by members of OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations. We do not currently hedge our fuel costs; thus an increase in the price of fuel may adversely affect our profitability and cash flows.

During the three months ended March 31, 2015 and the year ended December 31, 2014, fuel costs amounted to approximately 65.0% and 76.6%, respectively, of our voyage expenses. The potential additional expenses from a 10% increase in fuel price would have been approximately $3.0 million for the three months ended March 31, 2015 and $18.4 million for the year ended December 31, 2014. See "Risk Factors—Risk Factors Related To Our Company—An increase in costs could materially and adversely affect our financial performance " for further discussion of risks related to fuel prices.

Inflation. We do not consider inflation to be a significant risk to the cost of doing business in the current or foreseeable future. Inflation has a moderate impact on operating expenses, drydocking expenses and corporate overhead.

JOBS Act

In April 2012, the Jumpstart Our Business Startups Act of 2012, or the "JOBS Act," was enacted. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period, and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

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Controls and Procedures

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. We are currently in the process of reviewing, documenting and testing our internal control over financial reporting.

We have not performed an evaluation of our internal control over financial reporting, such as required by Section 404 of the Sarbanes-Oxley Act, nor have we engaged an independent registered accounting firm to perform an audit of our internal control over financial reporting as of any balance sheet date or for any period reported in our financial statements. The requirement for such an evaluation by management will first apply to our Annual Report on Form 10-K for the year ending December 31, 2016. Our independent registered public accounting firm will first be required to attest to the effectiveness of our internal control over financial reporting for our Annual Report on Form 10-K no earlier than the first year we are no longer an "emerging growth company."

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THE INTERNATIONAL OIL TANKER SHIPPING INDUSTRY

All the information and data presented in this section, including the analysis of the international oil tanker shipping industry has been provided by Drewry. Drewry has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. In connection therewith, Drewry has advised that: (a) certain information in Drewry's database is derived from estimates or subjective judgments; (b) the information in the databases of other maritime data collection agencies may differ from the information in Drewry's database; (c) while Drewry has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures.

Overview

The maritime shipping industry is fundamental to international trade as it is the only practicable and cost effective means of transporting large volumes of many essential commodities and finished goods around the world. In turn, the oil tanker shipping industry represents a vital link in the global energy supply chain, given its ability to carry large quantities of crude oil over long distances.

The oil tanker shipping industry is primarily divided between crude tankers, that carry either crude oil or residual fuel oil, and product tankers that carry refined petroleum products (products) and in some cases simple bulk liquid chemicals. The following review focuses on the crude tankers, and in particular on VLCCs, Suezmaxes and Aframaxes (an explanation of the various tanker types follows later).

In broad terms, demand for crude oil traded by sea is principally affected by world and regional economic growth, and by other factors such as the location of oil refinery capacity and differentials in regional oil prices. Overall, there is a close relationship between changes in the level of economic activity and the volume of crude oil moved by sea (see chart below).

World GDP and Crude Oil Seaborne Trade(1)
(Percent change year on year)

(1): GDP/Trade—provisional assessments

Source: Drewry

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The volume of crude oil moved by sea was affected by the economic recession in 2008/2009, but since then renewed growth in the world economy and in oil demand has had a positive impact on seaborne trade. Oil demand has benefitted from strong economic growth in Asia, especially in China, which has seen domestic oil consumption grow by a compound average growth rate (CAGR) of 5.0% between 2004 and 2014.

Per capita oil consumption in developing countries such as China is also low in comparison with the developed world, and this will help to underpin demand for oil in developing economies going forward, as it is expected that per capita oil consumption will continue to rise. Conversely, oil consumption in developed OECD economies has declined by a small amount over the last decade.

In 2014 total seaborne trade in crude oil was equivalent to 2.1 billion tons and in the period 2004 to 2014 it grew by a CAGR of 0.3%. However, differences in the level of regional oil consumption, as well as shifts in the location of global refinery capacity from the developed to the developing world, have brought about significant changes in the geographical pattern of crude oil movements.

Long haul crude oil trades, such as West Africa to China have grown at a faster rate than trade as a whole, and as such, crude tanker demand expressed in terms of ton miles (the volume of trade multiplied by the distance of the laden voyage leg) grew by a CAGR of 1.3% from 2004 to 2014, in effect five times the rate of overall trade growth.

Seaborne Crude Oil Trade and Crude Oil Tanker Demand

Source: Drewry

Supply in the tanker sector, measured in terms of deadweight (dwt) cargo carrying capacity, is primarily influenced by the size of the existing fleet, and the rate of deliveries of newbuildings from tanker orderbook, as well as the rate of removals from the fleet via vessel scrapping, conversion or loss. After a period of rapid expansion, supply growth in the tanker sector is moderating, with the overall tanker fleet growing by just 0.9% in 2014.

New tanker orders in the period 2010-2014 were limited due to lack of available bank financing and a weak freight rate environment, which has contributed to the total crude oil tanker orderbook amounting to 14.3% of the existing total tanker fleet as of March 2015, compared with nearly 50% of the existing fleet at a recent peak in 2008.

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Although new ordering picked up in the tanker sector in the second half of 2014, supply growth is likely to remain low in the remainder of 2015 and 2016 due to the low level of new orders that were placed in 2012, 2013 and early 2014. Net changes in the size of the crude tanker fleet based on carrying capacity in the period January 2004 to December 2014 are shown in the chart below.

Net Changes (%) in the Size of the Crude Tanker Fleet(1)

(1): Based on Dwt

Source: Drewry

Tanker freight rates have increased recently due to a number of factors, including: (i) increased global demand for oil driven by emerging markets, (ii) longer voyage distances as a result of changing oil trading patterns, and (iii) moderate growth in vessel supply as a result of a declining tanker orderbook and increased scrapping activity.

In 2014 average time charter equivalent (TCE) rates for VLCC, Suezmax and Aframax tankers were higher than average rates in 2013, and the upward momentum in earnings has been maintained in the opening months of 2015.

Crude Oil Tanker Time Charter Equivalent (TCE) Rates(1)
(US$ Per Day)

	2011-2014

	2011-2014						2013 Average		2014 Average		2015(3) Average
	Average		Low(2)		High		2013 Average		2014 Average		2015(3) Average
VLCC		16,516		-7,400		85,600		14,950		25,283		60,400
Suezmax		18,247		5,500		50,100		18,417		27,242		47,600
Aframax		18,218		3,600		76,000		21,242		33,108		31,400

(1): Rates for VLCC—Middle East—Japan; Suezmax—Africa—Caribs/US Eastern Seaboard(USES); Aframax—North West Europe—North West Europe
(2): TCE rates are based on normal sailing speeds/consumption. In weak freight markets this can theoretically lead to negative rates, but in most cases this is avoided by reducing sailing speeds and fuel consumption
(3): January to March 2015

Source: Drewry

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The improvement in freight rates and more positive market sentiment have also had a beneficial impact on newbuilding and secondhand vessel values. For example, in March 2015, a five year old VLCC was valued at $81 million, compared with $73 million in March 2014.

World Oil Demand and Production

Oil accounts for approximately one third of global energy consumption. World oil demand has increased steadily over the past 15 years, with the exception of 2008 and 2009. In 2014, demand increased to 92.7 million barrels per day (bpd), which represents an 8.2% increase from the recent low recorded in 2009.

In recent years, growth in oil demand has been largely driven by developing countries in Asia as well as growing Chinese consumption. Conversely, demand for oil in North America and Europe has been in decline (see table below). In Asia, the Middle East, Africa and Latin America, oil consumption during the period from 2004 to 2014 grew at CAGR rates in excess of 3%, and in the case of China, the CAGR was 5.0%. Strong demand for oil in these regions is driving both increased volume of seaborne oil trades and increased voyage distances, as more oil is being transported on longer haul routes and these underlying trends are expected to continue.

World Oil Demand
(Million Barrels Per Day)



North America	25.3	25.5	25.4	25.5	24.2	23.7	24.1	24.0	23.6	24.0	24.1	-0.5	%
Europe—OECD	15.6	15.5	15.5	15.3	15.4	14.7	14.7	14.3	13.8	13.7	13.4	-1.5	%
Pacific	8.5	8.6	8.5	8.4	8.0	8.0	8.1	8.1	8.6	8.3	8.1	-0.5	%


Total OECD	49.4	49.6	49.4	49.2	47.6	46.4	46.9	46.4	46.0	46.0	45.6	-0.8	%


Former Soviet Union	3.7	3.8	3.9	4.2	4.2	4.0	4.2	4.4	4.5	4.7	4.9	2.8	%
Europe—Non OECD	0.7	0.7	0.7	0.8	0.7	0.7	0.7	0.7	0.7	0.7	0.7	0.0	%
China	6.4	6.6	7.0	7.6	7.9	7.9	8.9	9.2	9.8	10.1	10.4	5.0	%
Asia (exc China)	8.6	8.8	8.9	9.5	9.7	10.3	10.9	11.1	11.4	11.9	12.1	3.5	%
Latin America	4.9	5.0	5.2	5.7	5.9	5.7	6.0	6.3	6.4	6.6	6.8	3.3	%
Middle East	5.8	6.1	6.5	6.5	7.1	7.1	7.3	7.4	7.7	7.9	8.1	3.4	%
Africa	2.8	2.9	3.0	3.1	3.2	3.4	3.5	3.4	3.7	3.8	3.9	3.4	%


Total Non-OECD	32.9	33.9	35.2	37.4	38.7	39.1	41.5	42.5	44.1	45.7	46.9	3.6	%


World Total	82.3	83.5	84.6	86.6	86.3	85.5	88.4	88.9	90.1	91.7	92.5	1.2	%

Source: Drewry

Furthermore, consumption on a per capita basis remains low in many parts of the developing world, and as many of these regions have insufficient domestic supplies, rising demand for oil will have to be satisfied by increased imports. Chinese per capita consumption of oil is currently less than one

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fifth of US per capita consumption, and in the case of India it is approximately one tenth of US consumption.

Oil Consumption Per Capita: 2014
(Tons per Capita)

Source: Drewry

Global trends in oil production have naturally followed the growth in oil demand, allowing for the fact that changes in the level of oil inventories also play a part in determining final production levels. Proven global oil reserves in 2014 were approximately 1,650 billion barrels, more than 50 times current rates of production.

Oil reserves tend to be located in regions far from the major consuming countries and the distance between points of production and points of consumption drives demand for crude tanker shipping. In this respect one important trend in recent years has been the development of tight or shale oil reserves in the United States, which has had a positive impact on US domestic oil production, but a negative impact on the volume of US crude oil imports.

Nevertheless, much of the oil from West Africa and the Caribbean that was historically imported by the US is now shipped to China, which has had a beneficial impact on tanker demand due to the longer distances over which the oil travels.

World Oil Production
(Million Barrels Per Day)

Region

N. America	14.6	14.1	14.2	14.3	13.9	13.6	14.1	14.6	15.8	17.1	18.7	2.5	%
Former Soviet Union	11.2	11.6	12.1	12.8	12.8	13.3	13.5	13.6	13.7	13.9	13.9	2.2	%
OPEC	33.0	34.2	34.4	35.5	37.0	34.0	34.6	35.6	37.6	36.7	36.7	1.1	%
Asia	6.3	6.3	6.4	6.4	6.4	7.5	7.8	7.8	7.8	7.7	7.6	1.9	%
Other	18.0	18.3	18.1	16.6	16.4	17.0	17.3	16.8	16.0	16.0	16.4	-0.9	%


Total	83.1	84.5	85.2	85.6	86.5	85.4	87.3	88.4	90.9	91.4	93.3	1.2	%

Source: Drewry

The shift in the location of global oil production is also being accompanied by a shift in the location of global refinery capacity and throughput. In short, capacity and throughput is moving from

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the developed to the developing world. The changes that have occurred in the period 2004 to 2014 are summarized below.

Refinery Throughput
(Million Barrels Per Day)

Region

North America	18,868	18,518	18,484	18,460	17,879	17,502	17,740	17,707	17,993	18,301	18,830	-0.02	%
S. & Cent. America	5,401	5,380	5,334	5,456	5,369	4,900	4,850	5,053	4,657	4,620	4,730	-1.3	%
Europe & Eurasia	20,371	20,736	20,783	20,716	20,635	19,509	19,627	19,491	19,538	19,142	19,050	-0.7	%
Middle East	5,796	6,008	6,300	6,397	6,396	6,241	6,338	6,517	6,388	6,353	6,400	1.0	%
Africa	2,304	2,491	2,372	2,372	2,457	2,292	2,449	2,169	2,206	2,190	2,200	-0.5	%
Australasia	820	757	749	767	756	762	756	789	779	735	735	-1.1	%
China	5,382	5,916	6,155	6,563	6,953	7,488	8,571	9,059	9,199	9,648	9,930	6.3	%
India	2,559	2,561	2,860	3,107	3,213	3,641	3,899	4,085	4,302	4,462	4,500	5.8	%
Japan	4,038	4,136	4,026	3,995	3,946	3,627	3,619	3,410	3,400	3,453	3,450	-1.6	%
Other Asia Pacific	7,364	7,491	7,482	7,521	7,387	7,288	7,397	7,390	7,436	7,227	7,300	-0.1	%


Total World	72,903	73,995	74,545	75,354	74,992	73,249	75,245	75,668	75,899	76,131	77,125	0.6	%

Source: Drewry

Chinese and Indian refinery throughput for example have grown at faster rates than any other global region in the last decade, due to strong domestic oil consumption and in the case of India the construction of export orientated refineries. Conversely, in developed economies such as Europe refinery capacity is in decline. The shift in refinery capacity is likely to continue as refinery development plans are concentrated in areas such as Asia and the Middle East, while few new refineries are planned for North America and Europe.

Crude Oil Imports

Growing domestic oil consumption and the expansion of refinery capacity have stimulated significant increases in Chinese and Indian seaborne crude oil imports in the last decade.

During the period from 2004 to 2014, Chinese crude oil imports increased by a CAGR of 9.6%, while Indian imports increased by a CAGR of 6.9%. Given the strength in oil demand in these countries and low per capita consumption these trends are expected to continue, although not necessarily at the same growth rate. However, over the same period Japanese crude oil imports declined by 2.1% and US imports have also declined by approximately 25% between 2004 and 2014 as a result of growing domestic oil supplies.

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Asian Countries-Crude Oil Imports
(Million Tons)

Source: Drewry

Seaborne Crude Oil Trades

The volume of crude oil moved by sea each year reflects the underlying changes in world oil consumption and production. Driven by increased world oil demand and production, especially in developing countries, seaborne trade in crude oil in 2014 is provisionally estimated at 2.1 billion tons, equivalent to 69% of all seaborne oil trade. The chart below illustrates changes in global seaborne movements of crude oil between 1980 and 2014.

Seaborne Crude Oil Trade Development: 1980 to 2014
(Million Tons)

Source: Drewry

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As a result of changes in trade patterns, as well as shifts in refinery locations, ton mile employment in the tanker sector has grown faster than the underlying growth in seaborne trade. In the period from 2004 to 2014 ton mile demand in the crude tanker sector grew at a CAGR of 1.3%, against a CAGR of 0.3% for crude oil movements. The table below shows changes in tanker demand expressed in ton miles, which is measured as the product of the volume of oil carried (measured in metric tons) multiplied by the distance over which it is carried (measured in miles).

Oil Tanker Demand



Seaborne Trade—Million Tons
Crude Oil	2,043	2,076	2,086	2,102	2,111	2,025	2,066	2,032	2,075	2,088	2,105	0.3	%
Refined Products	637	696	740	738	793	834	883	912	937	956	973	4.3	%


Total	2,680	2,772	2,826	2,840	2,904	2,859	2,949	2,944	3,012	3,044	3,078	1.4	%


Ton Mile Demand—Billion Ton Miles
Crude Oil	8,294	8,447	8,626	8,707	8,853	8,512	8,908	8,803	9,159	9,314	9,473	1.3	%
Refined Products	1,519	1,691	1,787	2,014	2,210	2,284	2,448	2,510	2,565	2,650	2,724	6.0	%


Total	9,813	10,138	10,413	10,721	11,063	10,796	11,356	11,313	11,724	11,964	12,197	2.2	%


Average Voyage Lengths (Miles)
Crude Oil	4,060	4,069	4,135	4,142	4,194	4,203	4,312	4,332	4,414	4,461	4,500	1.0	%
Refined Products	2,385	2,430	2,415	2,729	2,787	2,739	2,772	2,752	2,737	2,772	2,800	1.6	%

Source: Drewry

Crude Oil Trading Routes

The crude tanker fleet consists of four vessel classes.

•: VLCCs , with an oil cargo carrying capacity in excess of 200,000 dwt (typically 300,000 to 320,000 dwt or approximately two million barrels). VLCCs generally trade on long-haul routes from the Middle East and West Africa to Asia, Europe and the U.S. Gulf or the Caribbean. Tankers in excess of 320,000 dwt are sometimes known as Ultra Large Crude Carriers (ULCCs) although for the purposes of this report they are included within the VLCC category.
•: Suezmax tankers, with an oil cargo carrying capacity of approximately 120,000 to 200,000 dwt (typically 150,000 to 160,000 dwt or approximately one million barrels). Suezmax tankers are engaged in a range of crude oil trades across a number of major loading zones.
•: Aframax tankers, with an oil cargo carrying capacity of approximately 80,000 to 120,000 dwt, or approximately 800,000 barrels. Aframax tankers are employed in shorter regional trades, mainly in North West Europe, the Caribbean, the Mediterranean and Asia. Aframax tankers can be both coated and uncoated, and it is uncoated ships which are engaged in crude oil trades.
•: Panamax tankers, with an oil carrying capacity of 55,000 to 80,000 dwt, carrying 350,000 to 500,000 barrels. Panamax tankers operate in more specialized trading spheres as they are designed to take advantage of port restrictions on larger vessels in North and South America and, therefore, generally trade in these markets.

The number of Panamax crude oil tankers is however quite small and many are engaged in cabotage trades. For this reason they are excluded from the fleet analysis, as are Aframax and Suezmax shuttle tankers. Shuttle tankers transport oil from offshore oilfields to land based terminals and they tend to work on dedicated trades and therefore they do not form part of the open tanker market.

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VLCCs are built to carry cargo parcels of two million barrels and Suezmax tankers are built to carry cargo parcels of one million barrels, which are the most commonly traded parcel sizes in the crude oil trading markets. This feature makes VLCCs and Suezmax tankers the most appropriate asset class globally for long and medium haul trades. Aframax tankers are typically employed on short to medium haul trades. While traditional VLCC and Suezmax trading routes have typically originated in the Middle East and the Atlantic Basin, increased Asian demand for crude oil has opened up new trading routes for both classes of vessels. The diagram and table below show the principal routes for crude oil tankers and where VLCC, Suezmax and Aframax vessels are deployed.

Main Crude Oil Trading Routes

Crude Oil Tankers-Principal Routes by Vessel Category

Area	Haul Length	Trade Route	VLCC	Vessel Type Suezmax	Aframax

Inter-Regional	Long	Middle East Gulf - North Asia	Yes	Yes
		Middle East Gulf - South East Asia	Yes	Yes	Yes
		Middle East Gulf - Caribbean/US	Yes
		Middle East Gulf - Europe - Suez(1)	Yes	Yes
		W. Africa - Caribbean/US	Yes	Yes	Yes
		W. Africa - North Asia	Yes	Yes
		W. Africa - South East Asia	Yes
		S. America - North Asia	Yes
		S. America - South East Asia	Yes
		US Gulf - Asia		Yes
		Middle East Gulf - Europe - Cape(2)	Yes
		W. Africa - Europe		Yes	Yes
		North West Europe - North America			Yes
		Middle East Gulf - Pacific Rim		Yes	Yes
Intra-Regional	Medium	North West Europe		Yes	Yes
		Caribbean		Yes	Yes
		Mediterranean		Yes	Yes
		Asia - Pacific		Yes	Yes

Source: Drewry

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Crude oil tankers do not always operate on round trip voyages and in order to minimize ballast time and maximize vessel earnings they will sometimes engage in what is known as "triangulation" voyages. A typical triangulation voyage for a VLCC is illustrated in the chart below.

Indicative VLCC Triangulation Voyage Pattern

Source: Drewry

Principal Crude Oil Trades
(Million Tons)

To	From

U.S.	S. America	175.3	187.2	187.5	182.3	169.8	157.1	155.2	156.5	153.7	138.8	118.8	-3.8	%
	North Africa	13.4	17.7	21.1	30.1	32.8	25.1	21.8	22.4	12.1	11.4	4.1	-11.2	%
	West Africa	78.3	89.5	97.8	95.7	99.6	92.2	81.5	86.9	69.5	40.8	29.7	-9.2	%
	Middle East	122.4	122.1	110.3	109.1	105.0	116.0	86.6	85.9	94.7	108.6	98.8	-2.1	%
India	Middle East	40.0	45.0	53.0	58.7	80.1	91.0	101.0	97.1	106.4	118.4	120.0	11.6	%
China	S. America	0.8	2.9	4.3	9.4	10.3	12.7	13.0	19.5	21.4	26.3	26.5	41.9	%
	North Africa	0.3	2.0	3.2	3.7	4.6	4.1	7.9	9.8	5.8	10.6	5.5	33.8	%
	West Africa	21.8	33.3	35.2	41.8	46.1	49.8	53.5	61.0	54.3	53.6	58.8	10.4	%
	Middle East	46.3	55.8	59.9	65.6	72.8	89.6	97.5	112.8	130.0	134.9	145.5	12.1	%
Japan	Middle East	184.0	184.3	189.9	185.9	176.8	177.8	161.4	157.5	153.1	149.6	148.7	-2.1	%

Source: Drewry

The distance over which oil has to travel does have a direct bearing on the transportation requirement. The table below shows the shipping requirement (by main vessel class) associated with transporting 10 million tons of crude oil over a number of different routes. For example, to move 10 million tons per annum (approximately 75 million barrels) from W. Africa to the Caribbean/USES would require 5.7 VLCCs, but from W. Africa to China the requirement increases to 9.5 VLCCs for the same volume of oil.

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Indicative Crude Oil Voyage Distances and Ship Requirements

Route

VLCC
Mid East—Japan	15,000	6.0	5.9
Midde East—Europe	20,350	4.6	7.7
Middle East—U.S.	26,550	3.6	10.0
W. Africa—China	24,700	3.8	9.5
W. Africa—India	16,700	5.4	6.6
W. Africa—Caribbean/USES	14,400	6.3	5.7
S. America—China	35,400	2.7	13.4
S. America—India	27,300	3.4	10.5
Suezmax
Middle East—Europe	14,700	6.1	10.2
W.Africa—Europe	9,900	8.8	7.1
W.Africa—Caribs/USES	13,100	6.8	9.2
Black Sea—Mediterranean	4,800	16.4	3.8
Aframax
Caribbean—US Eastern Seaboard(USES)	4,600	17.0	8.4
Baltic—North West Europe	2,600	26.2	5.5
Cross—Mediterranaean	4,100	18.6	7.7
Midlde East—South East Asia	8,900	9.7	14.7

(1): —Assumes Suez Canal ballast transit for appropriate voyages
(2): Assumes round trip voyage, normal sailing speeds and 350 day operating year
(3): No of tankers required to transport 10 Million Tons per Annum

Source: Drewry

The impact of voyage length on ship requirement is further illustrated in the chart below, which shows the VLCC requirement associated with transporting different quantities of oil on four main crude routes. As can be seen at one million tons per annum the shipping requirement across the four different routes is quite close, but as the volume of oil moved increases the shipping requirement rises faster on the long haul routes.

Impact of Voyage Distance on VLCC Ship Requirement
(No. of VLCCs Required for Seaborne Trade Volume)

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The Crude Oil Tanker Fleet

As of March 31, 2015 the crude oil tanker fleet consisted of 1,798 ships with a combined capacity of 34.3 million dwt. In addition, a further 228 ships with a combined capacity of 49.0 million dwt were on order, equivalent to 14.3% of the existing fleet. The scheduled delivery dates of the ships currently on order is shown in the table below.

Crude Oil Tanker Fleet & Orderbook(1)—March 31, 2015

											Orderbook—March 2015								Scheduled Deliveries

			Existing Fleet—March 2015								Orderbook—March 2015								Scheduled Deliveries
			Existing Fleet—March 2015								Orderbook				% Fleet				2015				2016				2017				2018+
			Number of Vessels		% of Fleet		Capacity M Dwt		% of Fleet		Orderbook				% Fleet				2015				2016				2017				2018+
Vessel Type	Dwt		Number of Vessels		% of Fleet		Capacity M Dwt		% of Fleet		No		M Dwt		No		Dwt		No		M Dwt		No		M Dwt		No		M Dwt		No		M Dwt
Crude Tankers
VLCC		200,000+		635		33.0		195.2		55.7		100		31.3		15.7		16.0		27		8.4		52		16.2		14		4.4		0		0.0
Suezmax		120-199,999		483		25.1		74.9		21.4		76		11.9		15.7		15.9		14		2.1		28		4.4		20		3.2		4		0.6
Aframax		80-119,999		680		35.4		73.2		20.9		52		5.8		7.6		7.9		10		1.1		20		2.2		7		0.8		6		0.7


Total Crude Fleet				1,798		93.5		343.3		98.0		228		49.0		12.7		14.3		51		11.6		100		22.8		41		8.4		10		1.3

(1): Aframax, Suezmax and VLCC tankers only

Source: Drewry

Growth in crude oil tanker supply has slowed as a result of lower levels of new ordering and an increase in vessel demolitions & conversions. Between the end of 2013 and the end of 2014 the VLCC fleet grew by 1.8%. This represents the lowest annual increase in supply since 2007. In 2014, deliveries of new crude tankers to the fleet were at their lowest level since 2007, which was a major factor in helping to correct over-supply within the sector. The chart below indicates the development of the crude tanker fleet by the three main vessel size classes from the end of 2004 to March 2015.

Crude Oil Tanker Fleet Development(1)
(Million Dwt)

(1): Fleet at end of year through to March 31, 2015

Source: Drewry

Lower levels of new ordering combined with cancellations have resulted in a declining vessel orderbook. At its peak in 2008, the VLCC orderbook was equivalent to 50% of the existing fleets, but

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by March 31, 2015, it was equivalent to 16% of the existing VLCC fleet. The orderbook for Suezmax and Aframax tankers has also followed a similar course, as can be seen in the chart below.

Crude Oil Tanker Orderbooks—Percent Existing Fleet(1)

(1): Through to March 31, 2015, based on Dwt

Source: Drewry

Deliveries from the orderbook are a major factor in determining future changes in supply. In this respect it is not unusual for there to be delays in the delivery of new ships, which are often referred to as "slippage". Slippage is the result of a combination of several factors, including cancellations of orders, problems in obtaining vessel financing, owners seeking to defer delivery during weak markets, shipyards quoting over optimistic delivery times, and in some cases, shipyards experiencing financial difficulty. The table below indicates the relationship between scheduled and actual deliveries for VLCCS in the period 2010 to 2014.

VLCCs: Scheduled versus Actual Deliveries

	Number of VLCCs							DWT

Year	Scheduled Deliveries		Actual Deliveries		Non Deliveries (%)			Scheduled Deliveries		Actual Deliveries		Non Deliveries (%)
2010		90		54		40	%		27,770,630		16,572,136		40	%
2011		94		62		34	%		29,134,270		19,106,737		34	%
2012		73		49		33	%		22,961,389		15,340,705		33	%
2013		56		30		46	%		17,782,961		9,517,454		46	%
2014		32		23		28	%		10,505,000		7,626,000		27	%

Source: Drewry

Tanker supply is also affected by vessel scrapping or demolition and the removal of vessels through loss and conversion. As an oil tanker ages, vessel owners often conclude that it is more economical to scrap a vessel that has exhausted its useful life than to upgrade the vessel to maintain its "in-class" status. Often, particularly when tankers reach approximately 25 years of age (less in the case of VLCCs), the costs of conducting the class survey and performing required repairs become economically inefficient. In addition to vessel age, scrapping activity is influenced by freight markets. During periods

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of high freight rates, scrapping activity will decline and the opposite will occur when freight rates are low.

The age profile of a fleet is therefore an indicator of likely rates of demolition and the percentage of the fleet (based on dwt) aged 15 years or more in the VLCC, Suezmax and Aframax sectors is shown in the chart below. In summary, in March 2015, 19.9% of the VLCC fleet, 18.7% of the Suezmax fleet and 18.0% of the Aframax fleets were aged 15 years or more.

Age Profile Crude Oil Tanker Fleet: March 31, 2015
(% based on Dwt)

Source: Drewry

Eco Ships

A conventional VLCC sailing at design speed can quite easily consume 100 tons of bunkers (fuel) per day, and with fuel costing approximately $600 per ton at times during 2013 it is not surprising that shipowners are continually seeking ways to reduce costs, especially when freight markets are weak.

One option is to build an Eco ship. An Eco ship is essentially a vessel which has been designed to use considerably less fuel while carrying the same amount of cargo as a conventional ship. In addition, an Eco ship typically has a number of technical innovations which makes it more environmentally friendly. Such vessels are a comparatively new development, with the first designs appearing around 2011.

A newbuilding Eco ship has an optimized hull form and a lower speed fuel efficient engine, which will reduce fuel consumption. Existing ships can reduce fuel consumption by lowering sailing speeds, but in practice this only happens when markets are substantially over-supplied and bunker prices are high. Other options for existing ships to reduce fuel consumption include retrofitting equipment such as applying low friction paint, or installing a mewis duct (which maximizes propeller thrust) and a rudder bulb. But retrofitting an optimized hull form and a lower speed fuel efficient engine are not economic options which can be applied to an existing ship. Hence, this is why so many owners have decided to build new Eco ships, even though there is a capital cost consideration to be taken into account.

Eco ships started to be delivered in the second half of 2012 and in the case of tankers, most of the vessels delivered to date have been less than 100,000 dwt. Size is important in evaluating the relative

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benefits of Eco vessels, as smaller ships spend a greater proportion of their trading year in port, where there is little economic benefit between an Eco design and a conventional tanker. But for a VLCC which spends a larger part of the year at sea, design features that reduce voyage costs have a greater impact on lowering break-even positions.

Shipbuilders do not provide warranted performance data for Eco ships, but the experience of vessels delivered to date appears to suggest that fuel savings of approximately 15% over conventional units are achievable under normal sailing speeds. It also seems to be the case that the first Eco ships that were delivered in 2012 are not as sophisticated and as efficient in design as the ships that are scheduled to be delivered in 2015/2016.

Overall, within the tanker industry opinion is divided with regard to the merits of Eco ships and their performance relative to non-Eco ships. However, the tanker market has already been influenced by their introduction, as ship brokers are now reporting a two-tier time charter market, with Eco tankers commanding a premium over conventional tankers.

The Crude Oil Tanker Freight Market

Types of Charter

Oil tankers are employed in the market through a number of different chartering options, described below.

•: A single or spot voyage charter involves the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. Most of these charters are of a single or spot voyage nature. The cost of repositioning the ship to load the next cargo falls outside the charter and is at the cost and discretion of the owner. The owner of the vessel receives one payment derived by multiplying the tons of cargo loaded on board by the agreed upon freight rate expressed on a per cargo ton basis. The owner is responsible for the payment of all expenses including voyage, operating and capital costs of the vessel.
•: A time charter involves the use of the vessel, either for a number of months or years or for a trip between specific delivery and redelivery positions, known as a trip charter. The charterer pays all voyage related costs. The owner of the vessel receives monthly charter hire payments on a per day basis and is responsible for the payment of all vessel operating expenses and capital costs of the vessel.
•: A contract of affreightment , or COA , relates to the carriage of multiple cargoes over the same route and enables the COA holder to nominate different ships to perform individual voyages. This arrangement constitutes a number of voyage charters to carry a specified amount of cargo during the term of the COA, which usually spans a number of years. All of the ship's operating, voyage and capital costs are borne by the shipowner. The freight rate is normally agreed on a per cargo ton basis.
•: A bareboat charter involves the use of a vessel usually over longer periods of time ranging up to several years. All voyage related costs, including vessel fuel, or bunkers, and port dues as well as all vessel operating expenses, such as day-to-day operations, maintenance, crewing and insurance are the responsibility of the charterer. The owner of the vessel receives monthly charter hire payments on a per day basis and is responsible only for the payment of capital costs related to the vessel.

Tanker Freight Rates

Worldscale is the tanker industry's standard reference for calculating freight rates. Worldscale is used because it provides the flexibility required for the oil trade. Oil is a fairly homogenous commodity as it does not vary significantly in quality and it is relatively easy to transport by a variety of methods. These attributes, combined with the volatility of the world oil markets, means that an oil cargo may be bought and sold many times while at sea and therefore, the cargo owner requires great flexibility in its choice of discharge options. If tanker fixtures were priced in the same way as dry cargo fixtures, this

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would involve the shipowner calculating separate individual freights for a wide variety of discharge points. Worldscale provides a set of nominal rates designed to provide roughly the same daily income irrespective of discharge point.

Time charter equivalent (TCE) is the measurement that describes the earnings potential of any spot market voyage based on the quoted Worldscale rate. As described above, the Worldscale rate is set and can then be converted into dollars per cargo ton. A voyage calculation is then performed which removes all expenses (port costs, bunkers and commission) from the gross revenue, resulting in a net revenue which is then divided by the total voyage days, which includes the days from discharge of the prior cargo until discharge of the cargo for which the freight is paid (at sea and in port), to give a daily TCE rate.

The supply and demand for tanker capacity influences tanker charter hire rates and vessel values. In general, time charter rates are less volatile than spot rates as they reflect the fact that the vessel is fixed for a longer period of time. In the spot market, rates will reflect the immediate underlying conditions in vessel supply and demand and are thus more prone to volatility. Small changes in tanker utilization have historically led to relatively large fluctuations in tanker charter rates for VLCCs, with more moderate price volatility in the Suezmax and Aframax markets. The table below illustrates period average TCE rates for VLCCs, Suezmax and Aframax tankers from 2004 to March 2015.

Time Charter Equivalent (TCE) Spot Rates: 2004-2015
(US$/Day—Period Averages)

Year Period Average

2004	55,408	64,792	95,258
2005	57,517	40,883	59,125
2006	47,067	40,142	51,142
2007	41,975	35,392	45,475
2008	56,408	52,650	86,708
2009	19,883	20,242	29,483
2010	27,900	19,658	39,767
2011	12,267	14,317	10,342
2012	10,583	15,717	13,058
2013	13,025	14,683	12,575
2014	34,033	26,067	25,283
2015(1)	40,500	41,533	60,400

(1): Average Rate January to March, 2015

Source: Drewry

From 2005 to 2007, spot rates for all tankers sizes rose steeply, reflecting the fact that buoyant demand for oil and increased seaborne movements of oil generated additional demand for tanker capacity. This increased demand for capacity led to a tighter balance between vessel demand and supply and consequently led to rising freight rates.

As the world economy weakened in the second half of 2008, demand for oil fell and this had a negative impact on tanker demand and freight rates. Rates declined further in 2009, only to recover in the early part of 2010, but the recovery was short-lived and they started to fall once more in mid-2012 and they remained weak in the rest of 2012 and into 2013.

At times during 2013, TCE rates for VLCCs were close to or in negative net returns, although in practice, the use of slow steaming to reduce bunker consumption and triangulation voyage patterns, as indicated in the chart below, may have turned these rates into positive earnings.

However, in the second half of 2014 tanker rates started to improve and the general upward path has been maintained in the opening months of 2015. Improved freight rates are a result of a tighter

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balance between tanker supply and demand and more positive market sentiment and in the opening months of 2015 TCE rates for a VLCC have averaged $60,400 per day, compared with an average of just over $25,000 per day in 2014. The improvement in spot rates has also led to an increase in time charter rates as the following chart indicates.

Crude Tanker 1 Year Time Charter Rates
(US$ Per Day—Period Average )

Source: Drewry

Newbuilding and Secondhand Prices

Global shipbuilding is concentrated in China, South Korea and Japan. This concentration is the result of economies of scale, construction techniques and the prohibitive costs of building in other parts of the world. Collectively, these three countries account for over 80% of global shipbuilding production.

Vessels are constructed at shipyards of varying size and technical sophistication. Dry bulk carriers are generally considered to be the least technically sophisticated vessels to construct, with oil tankers, container vessels and LNG carriers having a much higher degree of technical sophistication. The actual construction of a vessel can take place in 9 to 12 months and can be partitioned into five stages: contract signing, steel cutting, keel laying, launching and delivery. The amount of time between signing a newbuilding contract and the date of delivery is usually greater than 12 months, and in times of high shipbuilding demand, can extend to two to three years.

The following charts show the trend in newbuilding prices and secondhand values for VLCCs, Suezmax and Aframax tankers between January 2004 and March 2015 and the corresponding 10-year averages.

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VLCC—Newbuilding & Secondhand Prices(1)
(US$ Million)

(1): Through March 2015

Source: Drewry

Suezmax—Newbuilding & Secondhand Prices(1)
(US$ Million)

(1): Through March 2015

Source: Drewry

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Aframax—Newbuilding & Secondhand Prices(1)
(US$ Million)

(1): Through March 2015

Source: Drewry

Newbuilding prices as a whole rose steadily between 2004 and mid 2008 due to high levels of new ordering, a shortage in newbuilding capacity during a period of high charter rates, and increased shipbuilders' costs as a result of increasing steel prices and the weakening U.S. Dollar. Prices, however, weakened in 2009, as a result of a downturn in new ordering, and remained weak until the second half of 2013, when they started to rise once more. Further modest increases occurred in 2014, which have since leveled out in the opening months of 2015.

Secondhand Prices

Secondhand values reflect prevailing and expected charter rates, albeit with a lag. During extended periods of high charter rates, vessel values tend to appreciate and vice versa. Vessel values, however, are also influenced by other factors including the age of the vessel. Prices for young vessels, those approximately five years old or under, are also influenced by newbuilding prices. Prices for old vessels, those that are in excess of 25 years old and near the end of their useful economic life, are influenced by the value of scrap steel.

In addition, values for younger vessels tend to fluctuate less on a percentage basis than values for older vessels. This is attributed to the finite useful economic life of older vessels which makes the price of younger vessels, with commensurably longer remaining economic lives, less susceptible to the level of prevailing and expected charter rates in the foreseeable future.

Vessel values are determined on a daily basis in the sale and purchase (S&P) market, where vessels are sold and bought through specialized sale and purchase brokers who regularly report these transactions to participants in the seaborne transportation industry. The sale and purchase market for oil tankers is transparent and quite liquid with a large number of vessels changing hands on a regular basis.

Values of secondhand tankers generally reached a recent low in the middle of 2013 and since then, they have shown steady gains for most tanker types in line with the upward trend in freight rates.

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BUSINESS

Our Company

We are Gener8 Maritime Inc., a leading U.S.-based provider of international seaborne crude oil transportation services, resulting from a transformative merger between General Maritime Corporation, a well-known tanker owner, and Navig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, one of the largest independent vessel pool managers. We own a fleet of 46 tankers, including 25 vessels on the water, consisting of 7 VLCCs, 11 Suezmax vessels, 4 Aframax vessels, 2 Panamax vessels and 1 Handymax product carrier, with an aggregate carrying capacity of 4.5mm deadweight tons as of March 31, 2015, and 21 "eco" VLCC newbuildings equipped with advanced, fuel-saving technology, that are being constructed at highly reputable shipyards, with expected deliveries from August 2015 through February 2017. These newbuildings are expected to more than double our fleet capacity to 10.8mm DWT, based on the contractually-guaranteed minimum DWT of newbuild vessels. After the delivery of these vessels, we believe that our VLCC fleet will be larger than any owned currently by a U.S. publicly-listed shipping company and will be one of the top five non-state owned VLCC fleets worldwide based on current estimated fleet sizes. In addition to being one of the largest owners by deadweight tonnage of VLCC and Suezmax vessels, we believe we will uniquely benefit from our strategic commercial management relationship with the Navig8 Group, the largest fully-integrated commercial management platform in our industry.

General Maritime was founded in 1997 by our Chairman and Chief Executive Officer, Peter Georgiopoulos, and has been an active owner, operator and consolidator in the crude tanker sector. Mr. Georgiopoulos has overseen the purchase of more than 200 vessels across six companies, for an aggregate purchase price of over $7.5 billion. Navig8 was formed in 2013 by the Navig8 Group, as a crude tanker owning entity and has contracts for 14 "eco" VLCC newbuilding vessels. Navig8 Group manages over 300 vessels across 15 vessel pools. In addition to the greater scale provided by our transformative transaction, we bring to our merged organization the combined industry expertise of General Maritime's existing management team and former senior executives at Navig8 Crude, who are expected to serve as consultants to our Board of Directors and are expected to sit on our Strategic Management Committee. We believe that we will benefit from multiple commercial and operational advantages of Navig8 Group's VL8, Suez8 and V8 pools, in which we intend to employ our spot VLCC, Suezmax and Aframax vessels, including enhanced scale and access to incremental market intelligence. In addition, pursuant to the Navig8 non-binding term sheet and subject to reaching mutually agreeable terms, we expect to receive the right to a 15% share of the revenue of the commercial manager of the Suez8 pool and the right to at least a 10% (and as much as a 15%) share of the revenue of the commercial manager of the VL8 pool, in each case as a percentage of revenue remaining after deducting $150,000 per annum for each vessel time chartered by any participant into the applicable pool.

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The table below provides information as of March 31, 2015 regarding our vessels on the water, all of which are part of Gener8 Maritime's historical fleet.

Vessel			Employment Status	Yard	Flag

VLCC
Genmar Zeus	2010	318,325	Pool	Hyundai	Marshall Islands
Genmar Atlas	2007	306,005	Pool	Daewoo	Marshall Islands
Genmar Hercules	2007	306,543	Pool	Daewoo	Marshall Islands
Genmar Ulysses	2003	318,695	Pool	Hyundai	Marshall Islands
Genmar Poseidon	2002	305,795	Pool	Daewoo	Marshall Islands
Genmar Victory	2001	312,640	TC	Hyundai	Bermuda
Genmar Vision	2001	312,679	TC	Hyundai	Bermuda
SUEZMAX
Genmar Spartiate	2011	164,925	Pool	Hyundai	Marshall Islands
Genmar Maniate	2010	164,715	Pool	Hyundai	Marshall Islands
Genmar St. Nikolas	2008	149,876	TC	Universal	Marshall Islands
Genmar George T	2007	149,847	Pool	Universal	Marshall Islands
Genmar Kara G	2007	150,296	Pool	Universal	Liberia
Genmar Harriet G	2006	150,296	Pool	Universal	Liberia
Genmar Orion	2002	159,992	Pool	Samsung	Marshall Islands
Genmar Argus	2000	159,999	Pool	Hyundai	Marshall Islands
Genmar Spyridon	2000	159,999	Pool	Hyundai	Marshall Islands
Genmar Horn	1999	159,475	Pool	Daewoo	Marshall Islands
Genmar Phoenix	1999	153,015	Pool	Halla	Marshall Islands
AFRAMAX
Genmar Strength	2003	105,674	Spot	Sumitomo	Liberia
Genmar Daphne	2002	106,560	Spot	Tsuneishi	Marshall Islands
Genmar Defiance	2002	105,538	Spot	Sumitomo	Liberia
Genmar Elektra	2002	106,560	Spot	Tsuneishi	Marshall Islands
PANAMAX
Genmar Companion	2004	72,749	Spot	Dalian China	Bermuda
Genmar Compatriot	2004	72,749	Spot	Dalian China	Bermuda
HANDYMAX
Genmar Consul	2004	47,400	Spot	Uljanik Croatia	Bermuda


Vessels on the Water Total		4,520,347

TC = Time Chartered (see below under the heading " Business—Our Charters ")

Pool = Vessel is chartered into a pool where it is deployed on the spot market.

*: Does not include Nave Quasar (VLCC) which we have time-chartered in with an anticipated charter expiration in February 2016. This vessel is currently chartered-in to the VL8 pool where it is deployed on the spot market. For more information about the Nave Quasar time charter see " Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—Nave Quasar Time Charter ."

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tanker market continues its expected recovery, positions us to capture significant upside. Our Strategic Management Committee is expected to be comprised of members having long-standing relationships with high-quality shipyards that facilitated our efficient ordering and securing of delivery slots. Further, we believe the Committee members' collective track record overseeing the construction of more than 100 vessels, including constructions currently in progress, helps ensure that our vessel constructions will be held to the highest standards. The table below provides information regarding our newbuild vessels.

Vessel			Yard

VLCC
Hull 5404	Q3 2015	300,000	Daewoo
Hull 1384	Q3 2015	300,000	SWS
Hull 5405	Q4 2015	300,000	Daewoo
Hull 5406	Q4 2015	300,000	Daewoo
Hull 1385	Q4 2015	300,000	SWS
Hull 5407	Q4 2015	300,000	Daewoo
Hull 5408	Q1 2016	300,000	Daewoo
Hull 768	Q1 2016	300,000	HHI
Hull 1355	Q1 2016	300,000	SWS
Hull S777	Q2 2016	300,000	HSHI
Hull 1356	Q2 2016	300,000	SWS
Hull 769	Q3 2016	300,000	HHI
Hull 137	Q3 2016	300,000	HHIC Phil Inc.
Hull 2794	Q3 2016	300,000	HSHI
Hull S778	Q3 2016	300,000	HSHI
Hull 1357	Q3 2016	300,000	SWS
Hull 770	Q4 2016	300,000	HHI
Hull 138	Q4 2016	300,000	HHIC Phil Inc.
Hull 2795	Q4 2016	300,000	HSHI
Hull 1358	Q4 2016	300,000	SWS
Hull 771	Q1 2017	300,000	HHI


Newbuilding Total		6,300,000




Fleet Total Including Newbuildings		10,817,866

(1): Reflects the contractually-guaranteed minimum DWT of newbuilding vessels.

We seek to maximize long-term cash flow, taking into account current freight rates in the market and our own views on the direction of those rates in the future. Historically our spot and charter

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exposures have varied as we continually evaluate our charter employment strategy and the trade-off between shorter spot voyages and longer-term charters. We believe our current vessel employment mix positions us well to benefit from increases in earnings due to an improving tanker market. For the quarter ended March 31, 2015, we had approximately 91% of our vessel operating days exposed to the short-term charter market, mostly via employment in pools.

Pools generally consist of a number of vessels that may be owned by a number of different ship owners which operate as a single marketing entity in an effort to produce freight efficiencies. Pools typically employ experienced commercial charterers and operators who have close working relationships with customers and brokers, while technical management is typically the responsibility of each ship owner. We believe that pool participation optimizes various operational efficiencies including improving the potential to monetize freight spikes, greater flexibility of voyage planning and fleet positioning, and reduction of waiting times. In addition to these competitive advantages, pool participation provides us with greater access to key market dynamics and information. As of March 31, 2015, five of our VLCC vessels and 10 of our Suezmax vessels were employed in pools. We will contribute all of our spot VLCC and Suezmax vessels into pools managed by the Navig8 Group, as described in greater detail below.

Gener8 and the Navig8 Group maintain strong relationships with high quality customers, including Unipec, Saudi Aramco, BP, Shell, S-Oil, Exxon, Chevron, Repsol, Valero, Petrobras and Clearlake, either directly or through pooling arrangements. We intend to transition the employment of all of our spot VLCC, Suezmax and Aframax vessels to existing Navig8 Group commercial crude tanker pools, or the "Navig8 Group's pools." Assuming all of our newbuild VLCCs and our existing spot VLCC, Suezmax and Aframax vessels are employed in the VL8, Suez8 and V8 pools, Navig8 Group's VL8 pool will manage a fleet of 47 vessels, the Suez8 pool will manage 20 vessels and the V8 pool will manage 28 vessels. ¹⁰ Based on the current estimated size of other VLCC pools, this would position the VL8 pool as the largest global manager of VLCCs. We believe this substantial scale among global tanker pools will provide both Gener8 and these pools with freight optimization and cost benefits through economies of scale, as well as greater access to key market dynamics and information. Navig8 Group, in its management of its established crude tanker pools, has historically demonstrated the ability to outperform the market. Since its inception in January 2011 through December 31, 2014, the VL8 pool has outperformed the average industry wide TCE VLCC earnings during this period as estimated by Drewry ¹¹ by approximately 38%. Additionally, we expect the new Gener8 "eco" vessels contributed to the pool will be able to earn higher returns relative to older, non-eco vessels that may be contributed, as fuel consumption is a significant determinant of pool earnings distributed to shipowners.

¹⁰: Based on size of VL8, Suez8 and V8 pools as of June 7, 2015. Assumed contribution of our existing VLCC and Suezmax vessels excludes two VLCCs and one Suezmax with time charters expiring in January 2016, February 2016 and July 2015, respectively that may be subsequently added to the VL8 or Suez8 pools on spot employment.
¹¹: Based on an average of the estimated TCE VLCC earnings during this period for the following three routes: (i) from the Arabian Gulf to Japan, (ii) from the Arabian Gulf to Northern Europe and (iii) from West Africa to the U.S. Eastern Seaboard.

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relationships with its debt and equity providers, which have invested and loaned over $5.2 billion to Gener8 since 2001.

Our Strategic Management Committee is expected to consist of Messrs. Georgiopoulos, Tavlarios and Vrondissis, as well as Gary Brocklesby and Nicolas Busch, Navig8 Crude's former senior executives, who also are expected to serve as consultants to the Board; Mr. Busch also serves as a member of our Board. Messrs. Brocklesby and Busch each has over 15 years of industry experience and are responsible for all aspects of the Navig8 Group's operations. Their experience derives from prior executive roles coordinating ship management for commodity trading at Glencore, as well as their successful creation of the Navig8 Group, where they oversee management of over 300 vessels across Navig8 Group's commercial pools. Beyond experience, our history in ship management and our strategic commercial management relationship with the Navig8 Group allow greater access to market trends and information. We believe this relationship will drive better-informed decision-making both on employment of vessels and timing of vessel acquisitions and disposals.

Our Competitive Strengths

We believe that we possess a number of competitive strengths, including:

Significant built-in growth from 21 "eco" VLCC newbuildings. We believe that following the delivery of our newbuildings our VLCC fleet will be larger than any owned currently by a U.S. publicly-listed shipping company and will be one of the top five non-state owned fleets worldwide based on current estimated fleet sizes. Additionally, we believe our VLCC newbuildings provide the basis for significant growth in our earnings and cash flow as they deliver. As of June 7, 2015, we have $1,436.3 million of remaining installment payments in respect of our VLCC newbuildings, of which we plan to fund a majority through secured debt, leveraging our strong relationships with our lenders. Delivery of these vessels will more than double the DWT capacity of our fleet as compared to March 31, 2015.

High-quality, versatile and young "eco" fleet. We own a fleet of 46 tankers, including 21 VLCC newbuildings. Upon the delivery of our newbuildings, the market value-weighted ¹² average age of our fleet will be reduced to 4.9 years and a non-weighted average age of 8.2 years, making our fleet one of the youngest owned by U.S. publicly-listed crude tanker companies based on current orders. Our current fleet's non-weighted average age is 10.9 years. Our 21 "eco" design VLCC newbuildings incorporate many of the latest technological improvements designed to optimize speed and fuel consumption and reduce emissions, such as more fuel-efficient engines, and propellers and hull forms for decreased water resistance. These enhancements are expected to result in an estimated fuel savings of approximately 18 tons per day or $6,300 per vessel per day for each of our 21 "eco" VLCC newbuildings over conventional VLCCs, based on an assumed bunker price of $350/ton and operation

¹²: Based on most recent valuations (as of May 2015) of our operating vessels submitted to our lenders for covenant compliance purposes under our senior secured credit facilities and third-party appraisals of our VLCC newbuildings (as of May 2015). See " Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Vessels and Depreciation " for further information on the valuations of our operating vessels.

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at an assumed average speed of 12 knots. The vessels in our fleet were or are being built at highly reputable shipyards and are maintained to high standards that comply with the rigorous and comprehensive vetting processes of oil majors. Our diverse crude tanker fleet, with vessel sizes ranging from 70,000 DWT to 300,000+ DWT, provides us with the flexibility to strategically deploy our assets across a wide range of trade routes used for crude oil transportation. We believe that operating a scalable, versatile and high-quality fleet provides us with competitive advantages in securing favorable vessel employment, reducing operating costs and improving vessel utilization.

Vessel employment strategy well positioned to capture upside from the improving tanker market. We believe the continued increase in global oil demand and changes in oil trade patterns are driving an increase in crude oil ton-miles. These factors, combined with low near-term net fleet growth, are expected to result in an increase in daily charter rates, which has historically been correlated with an increase in asset values. We employ our vessels to maximize fleet utilization and earnings potential through pool agreements, spot market related employment, and time charters. We seek to maximize long-term cash flow, taking into account fluctuations in freight rates in the market and our own views on the direction of those rates in the future. As of June 7, 2015, 22 of our 25 vessels were, directly or through spot market focused pools, employed in the spot market. While we believe that our vessel employment strategy allows us to capitalize on opportunities in an environment of increasing rates by maximizing our exposure to the spot market, our vessels operating in the spot market may be subject to market downturns and adversely affected to the extent spot market rates decline. We intend to employ a majority of our vessels in the Navig8 Group's crude tanker pools, specifically the VL8, Suez8 and V8 pools. These pools seek to maximize participant returns by employing the vessels into what we believe are improving spot market conditions. Though we believe the tanker market is poised for a recovery, we also seek to manage spot market exposure by entering into fixed rate time charters. We currently have two VLCCs and one Suezmax on fixed rate time charters (expiring in January 2016, February 2016 and July 2015, respectively). We may enter into additional time charters if the prevailing rates meet our return criteria or to manage freight market risk. We continuously monitor the spot and time charter rates in the tanker market and have flexibility in our fleet deployment to shift to longer-duration charters.

Strong commercial platform, enhanced by our strategic relationship with the Navig8 Group. Gener8 and the Navig8 Group maintain strong relationships with high quality customers throughout their histories, including Unipec, Saudi Aramco, BP, Shell, S-Oil, Exxon, Chevron, Repsol, Valero, Petrobras and Clearlake, either directly or through pooling arrangements. We intend to transition the employment of all of our spot VLCC and Suezmax vessels to existing Navig8 Group commercial crude tanker pools. Assuming all of our newbuild VLCCs and our existing spot VLCC, Suezmax and Aframax vessels are employed in the VL8, Suez8 and V8 pools, Navig8 Group's VL8 pool will manage a fleet of 47 vessels, the Suez8 pool will manage 20 vessels and the V8 pool will manage 28 vessels. ¹³ Based on the current estimated size of other VLCC pools, this would position the VL8 pool as the largest global manager of VLCCs. We believe this substantial scale among global tanker pools will provide both Gener8 and these pools with freight optimization and cost benefits through economies of scale, as well as greater access to key market dynamics and information.

U.S.-based management team and consultants with extensive experience in the shipping industry. Our New York City-based executive management team and the two consultants we expect to retain include executives with extensive experience in the shipping industry who have a long track record of managing the commercial, technical and financial aspects of our business. Our three most senior executives have worked together for over 14 years. Our Chairman and Chief Executive Officer, Peter C. Georgiopoulos, has over 25 years of maritime experience, is currently Chairman of companies with an aggregate

¹³: Based on size of VL8, Suez8 and V8 pools as of June 7, 2015. Assumed contribution of our existing VLCC and Suezmax vessels excludes two VLCCs and one Suezmax with time charters expiring in January 2016, February 2016 and July 2015, respectively that may be subsequently added to the VL8 or Suez8 pools on spot employment.

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ownership of over 150 vessels, and has taken public four companies on U.S. exchanges across different shipping segments. Our Chief Operating Officer, John P. Tavlarios, possesses extensive knowledge and experience regarding our history and operations and the shipping and international oil industry. Our Chief Financial Officer and Executive Vice President, Leonard Vrondissis, has over 14 years of banking, capital markets and shipping experience. Our Strategic Management Committee is expected to consist of Messrs. Georgiopoulos, Tavlarios and Vrondissis, as well as Gary Brocklesby and Nicolas Busch, Navig8 Crude's former senior executives, who also are expected to serve as consultants to the Board; Mr. Busch also serves as a member of our Board. Messrs. Brocklesby and Busch each has over 15 years of experience and are responsible for all aspects of the Navig8 Group's operations. Their experience derives from prior executive roles coordinating ship management for commodity trading at Glencore, as well as their successful creation of the Navig8 Group, where they oversee management of over 300 vessels across Navig8 Group's commercial pools. Beyond experience, our history in ship management and strategic commercial management relationship with the Navig8 Group allows greater access to market trends and information. We believe this relationship will drive better-informed decision-making both on employment of vessels and timing of vessel acquisitions and disposals. Overall, we believe this breadth of management experience and demonstrated track record will allow us to continue executing our growth strategy.

High quality, cost-efficient operations. We outsource the technical management of our fleet to third-party independent technical managers while maintaining an in-house staff who are responsible for overseeing the third-party managers. We believe that this approach results in a cost structure that is highly competitive with the market, while allowing us to maintain our rigorous operational standards. Our management team actively monitors and controls vessel operating expenses and the quality of service that our technical managers provide. Furthermore, many of the vessels in our fleet are "sister ships," which provide us with operational and scheduling flexibility, as well as economies of scale, in their operation and maintenance.

Strong liquidity and financial flexibility. Upon consummation of this offering, we believe we will be well-capitalized, with a strong balance sheet to support growth of our business through various charter rate environments. We expect to leverage our strong relationships with our lenders to obtain secured debt to fund the majority of the $1,436.3 million of remaining installment payments in respect of our VLCC newbuildings as of June 7, 2015. We may use a portion of the proceeds of this offering to help fund any remaining payments after giving effect to such anticipated secured debt financing. We believe our balance sheet strength will help position us to capitalize on potential vessel consolidation opportunities as they become available.

Our Business Strategy

Our strategy is to leverage our competitive strengths to enhance our position within the industry and maximize long-term shareholder returns. Our strategic initiatives include:

•: Optimize our vessel deployment to maximize shareholder returns. We seek to employ our vessels in a manner that maximizes fleet utilization and earnings upside through our chartering strategy in line with our goal of maximizing shareholder value and returning capital to shareholders when appropriate. Based on our expectation of continued improvement in the crude tanker market, we expect to continue to employ our vessels primarily on spot market related employment to capture upside potential. We believe our strategic commercial management relationship with Navig8 Group and participation in Navig8 Group's pools will provide us with unique benefits, including access to both scale and superior utilization, versus the broader market. We believe these pools will allow us to capture additional opportunities as they become available. Our management actively monitors market conditions and changes in charter rates to seek to achieve optimal vessel deployment for our fleet.

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•: Maintain cost-efficient operations. We outsource the technical management of our fleet to experienced third-party managers who have specific teams dedicated to our vessels. We believe the technical management cost at third-party managers is lower than what we could achieve by performing the function in-house. We will continue to aggressively manage our operating and maintenance costs and quality by actively overseeing the activities of the third-party technical managers and by monitoring and controlling vessel operating expenses they incur on our behalf.
•: Operate a young, high-quality fleet and continue to safely and effectively serve our customers. Our fully-delivered fleet will have a market-value weighted average age of 4.8 years and a non-weighted average age of 8.1 years, which we believe will be among the youngest crude tanker fleets in the industry ¹⁴ . Our current fleet's non-weighted average age is 10.9 years. We intend to maintain a high-quality fleet that meets or exceeds stringent industry standards and complies with charterer requirements through our technical managers' rigorous and comprehensive maintenance programs under our active oversight. Our fleet has a strong safety and environmental record that we maintain through regular maintenance and inspection. We believe that, when delivered, the "eco" design of our 21 VLCC newbuildings, as well as the extensive experience from our technical managers and our in-house oversight team, will enhance our position as a preferred provider to oil major customers.
•: Continue to opportunistically engage in acquisitions or disposals to maximize shareholder value. Our practice is to acquire or dispose of secondhand vessels, newbuilding contracts, or shipping companies while focusing on maximizing shareholder value and returning capital to shareholders when appropriate. Our executive management team and the persons who are expected to comprise the Strategic Management Committee have a demonstrated track record in sourcing and executing acquisitions and disposals at attractive points in the cycle and financings. We are continuously and actively monitoring the market in an effort to take advantage of growth opportunities. We believe that the demand created by changing oil trade pattern distances is most significant in the VLCC sector as those ships are directed largely to long-haul trade routes to China. Consistent with our strategy, we purchased 21 "eco" design VLCC newbuildings with scheduled deliveries during the period from August 2015 to February 2017.
•: Actively manage capital structure and return capital to shareholders when appropriate. We believe that we have access to multiple financing sources, including banks and the capital markets. We expect to leverage our strong relationships with our lenders to obtain secured debt to fund the majority of the $1,436.3 million of remaining installment payments in respect of our VLCC newbuildings as of June 7, 2015. We intend to manage our capital structure by actively monitoring our leverage level with changing market conditions and returning capital to shareholders when appropriate.

Navig8 Crude Merger

¹⁴: Based on most recent valuations (as of May 2015) of our operating vessels submitted to our lenders for covenant compliance purposes under our senior secured credit facilities and third-party appraisals of our VLCC newbuildings (as of May 2015). See " Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Vessels and Depreciation " for further information on the valuations of our operating vessels.

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determined by us, based on certifications received by the Company from such shareholders following the closing of the 2015 merger, to be permitted to receive shares of our common stock pursuant to the Securities Act under the 2015 merger agreement are entitled to receive 0.8947 shares of our common stock for each common share of Navig8 Crude they owned immediately prior to the consummation of the transactions contemplated under the 2015 merger agreement. Navig8 Crude's shareholders that are not determined by us to be permitted to receive shares of our common stock pursuant to the Securities Act (such as shareholders that are not "accredited investors") under the 2015 merger agreement are entitled to receive cash in an amount equal to the number of shares of our common stock such shareholder would have received multiplied by $14.348. We refer to the transactions contemplated under the 2015 merger agreement as the "2015 merger." Concurrently with the 2015 merger, we filed with the Registrar of Corporations of the Republic of the Marshall Islands our Third Amended and Restated Articles of Incorporation to, among other things, increase our authorized capital, reclassify our common stock into a single class of common stock and change our legal name to "Gener8 Maritime, Inc."

Pursuant to the 2015 merger agreement, we deposited at the closing of the 2015 merger $4.5 million and 31,233,170 shares of our common stock into a trust account with Computershare Trust Company, N.A. ("Computershare Trust") for the benefit of Navig8 Crude's former shareholders. We refer to the cash deposited as the "2015 merger cash consideration deposit," to the shares of common stock deposited as the "2015 merger stock consideration deposit" and to the account with Computershare Trust as the "2015 merger exchange and paying agent account." The number of shares and amount of cash deposited into such account was calculated based on an assumption that the holders of 1% of Navig8 Crude's shares are not permitted to receive our shares as consideration. If we determine that the 2015 merger cash consideration deposit is less than the cash amount due to Navig8 Crude's shareholders pursuant to the 2015 merger agreement, we are required to deposit into the 2015 merger exchange and paying agent account an amount equal to such shortfall and Computershare Trust is required to deliver to us a number of shares of our common stock equal to the amount of such shortfall divided by $14.348. If we determine that the 2015 merger stock consideration deposit is less than the number of shares to be delivered to Navig8 Crude's shareholders pursuant to the 2015 merger agreement, we are required to deposit into the 2015 merger exchange and paying agent account a number of our shares of common stock equal to such shortfall and Computershare Trust is required to deliver to us cash in an amount equal to the number of shares we deposit into the 2015 merger exchange and paying agent account multiplied by $14.348. If a large proportion of Navig8 Crude's shareholders are determined to not be entitled to receive shares of our common stock pursuant to the Securities Act under the 2015 merger agreement, our cash flows and liquidity may be adversely affected.

Immediately following the consummation of the 2015 merger, General Maritime's shareholders prior to the 2015 merger owned approximately 34.9 million, or 52.55%, and Navig8 Crude's shareholders prior to the 2015 merger owned approximately 31.5 million, or 47.45% of the shares of our common stock, with Oaktree, BlueMountain, Avenue, Aurora, Monarch, BlackRock and Navig8 Limited and/or their respective affiliates owning approximately 19.4%, 12.1%, 11.1%, 9.6%, 8.2%, 8.2% and 4.2%, respectively, of our outstanding stock. The 2015 merger closed on May 7, 2015.

Until twenty four months following the anniversary of the closing of the 2015 merger, we are required, subject to a maximum amount of $75 million and a deductible of $5 million, to indemnify and defend General Maritime's or Navig8 Crude's shareholders, in each case immediately prior to the 2015 merger, in respect of certain losses arising from inaccuracies or breaches in the representations and warranties of, or the breach prior to the closing of the 2015 merger by, Navig8 Crude and General Maritime, respectively. Any amounts payable pursuant to such indemnification obligation shall be satisfied by the issuance of shares of our common stock with a fair market value equal to the amount of the indemnified loss. See " Risk Factors—Risk Factors Related to our Financings—You may experience

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substantial dilution if any claims are made by General Maritime or Navig8 Crude's former shareholders pursuant to the 2015 merger agreement."

Vessel Acquisitions and Disposals

Our practice is to acquire or dispose of secondhand vessels, newbuilding contracts, or shipping companies while focusing on maximizing shareholder value and returning capital to shareholders when appropriate. Our executive management team and the persons who are expected to comprise the Strategic Management Committee have a demonstrated track record in sourcing and executing acquisitions and disposals at attractive points in the cycle and financings. We are continuously and actively monitoring the market in an effort to take advantage of growth opportunities. We also evaluate opportunities to monetize our investments in vessels by selling them when conditions allow us to generate attractive returns, to adjust the profile of our fleet to fit customer demands such as preferences for modern vessels, and to generate capital for potential investments in the future.

From 2001 to 2008, we grew from 20 vessels to 31 vessels upon the completion of our stock-for-stock acquisition of Arlington Tankers Ltd. in December 2008, our first acquisition of VLCCs.

In June 2010, we entered into agreements to purchase seven tankers for an aggregate purchase price of approximately $620 million, consisting of five VLCCs built between 2002 and 2010 and two Suezmax newbuildings, from subsidiaries of Metrostar Management Corporation. We completed taking delivery of these vessels in April 2011.

In February 2011, we sold three product tankers for aggregate net proceeds of $62 million and subsequently leased back each of these vessels to one of our subsidiaries. Pursuant to the Chapter 11 cases, we rejected the bareboat charters and charter guarantees related to these leasebacks effective June 2012 and July 2012. In February 2011, we also sold one Aframax vessel and one Suezmax vessel. We sold one Aframax vessel in each of March 2011, April 2011, October 2011, May 2012 and October 2012.

In July 2014 we sold one Suezmax vessel, and we sold one Aframax vessel in each of February 2014 and October 2013. For more information regarding our sale of these vessels, see Notes 4 and 5 to the financial statements for the years ended December 31, 2014 and December 31, 2013 included elsewhere in this prospectus.

Our more recent fleet expansion strategy has involved two acquisitions of VLCC fleets in 2014 and 2015, described in more detail below. The VLCC fleet purchased in 2014 consists of seven "eco" newbuild VLCCs originally ordered by Scorpio Tankers, Inc. These newbuildings were originally purchased by Scorpio and have an aggregate contract price of $662.2 million (including installment payments already made) as of June 7, 2015, and we acquired them for $735.0 million (with the difference from the contract price representing an additional embedded premium paid to Scorpio). The remaining installment payments as of June 7, 2015 were $449.4 million. We expect deliveries to commence in 2015. We have agreements in place with Scorpio Ship Management S.A.M. as project manager to supervise and inspect the construction of each of these seven newbuildings. Additionally in 2015, we acquired 14 "eco" newbuild VLCCs originally ordered by Navig8 Crude prior to the 2015 merger with an aggregate contract price (including installment payments already made) of $1,344.3 million as of June 7, 2015. We assumed the remaining installment payments, which were $986.9 million as of June 7, 2015. We expect these vessels also to begin delivering in 2015. We have an agreement in place with Navig8 Shipmanagement Pte Ltd., an affiliate of the Navig8 Group, to supervise and inspect the construction of these 14 newbuildings. We expect all of our 21 VLCC newbuilds to be delivered by the first quarter of 2017. We refer to the 14 newbuildings acquired in the 2015 merger as the "2015 acquired VLCC newbuildings" and the seven newbuildings acquired from Scorpio as the "2014 acquired VLCC newbuildings." See "—2015 Acquired VLCC Newbuildings " and "—2014 Acquired VLCC Newbuildings " below for further information on these newbuildings.

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2015 Acquired VLCC Newbuildings

In 2015, in connection with the 2015 merger, we acquired orders for 14 eco-friendly VLCCs, or the "2015 acquired VLCC newbuildings." from quality yards with deliveries expected to commence in the third quarter of 2015.

These VLCC newbuildings are based on advanced "eco" design and we expect these newbuildings to incorporate many technological improvements such as more fuel-efficient engines, hull forms, and propellers and decreased water resistance, designed to optimize speed and fuel consumption and reduce emissions. However, there is no guarantee these fuel efficiencies will be realized. See " Risk Factors—No assurance can be given that our newbuildings will provide the fuel consumption savings that we expect, or that we will fully realize any fuel efficiency benefits of our newbuildings ."

Eight of the shipbuilding contracts for these newbuildings were originally entered into by Navig8 Crude in December 2013 and contracts for an additional six newbuildings were entered into in March 2014. Four of these newbuildings are expected to be constructed at Hyundai Samho Heavy Industries, two at Hyundai Heavy Industries, two at Korea's Hanjin Heavy Industries (Philippines) and six at China's Shanghai Waigaoqiao Shipbuilding. Under the terms of these shipbuilding contracts, the 2015 Acquired VLCC newbuildings are scheduled to be delivered from December 2015 to February 2017, although we expect the first 2015 acquired VLCC newbuilding to be delivered in the third quarter of 2015.

As of June 7, 2015, Navig8 Crude had paid $357.4 million to the shipyards in installment payments under the contracts for the 2015 Acquired VLCC Newbuildings. The aggregate amount of remaining payments due under the contracts for the 2015 Acquired VLCC Newbuildings was $986.9 million as of June 7, 2015. We intend to seek additional financing for the outstanding balance under these shipbuilding contracts, in addition to our intention of using cash flow from operations and some of the proceeds of this offering to fund the remaining balance. See " Use of Proceeds. " However, there is no assurance we will be able to obtain any additional financing. See " Risk Factors—We do not currently have debt or other financing committed to fund a significant portion of our VLCC newbuildings and we may be liable for damages if we breach our obligations under the VLCC shipbuilding contracts. "

Certain events may arise which could result in us not taking delivery of the 2015 acquired newbuildings on such schedule or at all. See " Risk Factors—Delays in deliveries of any of our 21 VLCC newbuildings or any other new vessels that we may order, or delivery of any of the vessels with significant defects, could harm our operating results and lead to the termination of any related charters that may be entered into prior to their delivery."

Gener8 Subsidiary has entered into supervision agreements with Navig8 Shipmanagement Pte Ltd., or "Navig8 Shipmanagement," an affiliate of Navig8 Group and a subsidiary of Navig8 Limited, for each of the 2015 acquired VLCC newbuildings whereby Navig8 Shipmanagement agrees to provide advice and supervision services for the construction of the newbuilding vessels. Nicolas Busch, a member of our Board, and who is also expected to serve as a consultant to our Board and member of our Strategic Management Committee, and Gary Brocklesby, who is expected to serve as a consultant to our Board and Chairman of our Strategic Management Committee, are each directors and minority beneficial owners of Navig8 Limited, the parent company of Navig8 Shipmanagement. These services also include project management, plan approval, supervising construction, fabrication and commissioning and vessel delivery services. As per the supervision agreements, Gener8 Subsidiary agrees to pay Navig8 Shipmanagement a total fee of $500,000 per vessel. The agreements do not contain the ability to terminate early and, as such, the agreements would be effective until full performance or a termination by default. Under the supervision agreements, the liability of Navig8 Shipmanagement is limited to acts of negligence, gross negligence or willful misconduct and is subject to a cap of $250,000 per vessel, which is less than the fee payable per vessel. The supervision

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agreements also contain an indemnity in favor of Navig8 Shipmanagement and its employees and agents. We refer to these agreements as the "Navig8 supervision agreements."

Based on our discussions with Navig8 Group to date and pursuant to the terms of the Navig8 non-binding term sheet, we expect that the supervision agreements will remain in place.

2014 Acquired VLCC Newbuildings

In March 2014, VLCC Acquisition I Corporation, one of our wholly-owned subsidiaries, entered into an agreement with Scorpio Tankers Inc. and seven of its wholly-owned subsidiaries for VLCC Corp. to purchase the outstanding common stock of the seven subsidiaries for approximately $162.7 million, with approximately $572.3 million in aggregate installment payments remaining as of the time of purchase. This $162.7 million purchase price in part reflects the fact that Scorpio had previously paid the shipyards installment payments totaling approximately $89.9 million. Substantially all of the initial price was funded using the proceeds of the March 2014 Class B financing described under " Management's Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Class B Financing" . We refer to VLCC Acquisition I Corporation as "VLCC Corp.," Scorpio Tankers Inc. as "Scorpio", the seven referenced subsidiaries as "2014 acquired VLCC shipbuilding SPVs" and the stock purchase as the "2014 acquired VLCC SPV stock purchase."

In December 2013, each of the 2014 acquired VLCC shipbuilding SPVs entered into a shipbuilding contract with either Daewoo Shipbuilding & Marine Engineering Co., Ltd. or with Hyundai Samho Heavy Industries Co., Ltd. for the construction and purchase of a 300,000 DWT Crude Oil Tanker. We refer to the contracts as "2014 VLCC shipbuilding contracts," Daewoo and Hyundai as the "2014 acquired VLCC ship builders" and the tankers as the "2014 acquired VLCC newbuildings." As a result of the acquisition by VLCC Corp. of the 2014 acquired VLCC shipbuilding SPVs, we acquired ownership of the 2014 acquired VLCC shipbuilding contracts. The 2014 acquired VLCC newbuildings are based on advanced "eco" design. We expect these newbuildings to incorporate many technological improvements such as more fuel-efficient engines, hull forms, and propellers and decreased water resistance, designed to optimize speed and fuel consumption and reduce emissions . However, there is no guarantee these fuel efficiencies will be realized. See " Risk Factors—No assurance can be given that our newbuildings will provide the fuel consumption savings that we expect, or that we will fully realize any fuel efficiency benefits of our newbuildings ."

Under the terms of the shipbuilding contracts, the 2014 acquired VLCC newbuildings are scheduled to be delivered from August 2015 through August 2016. The aggregate remaining installment payments under the 2014 acquired VLCC shipbuilding contracts were approximately $572.3 million as of the date of the acquisition. As of June 7, 2015, we have paid installment payments totaling approximately $212.8 million (including the $89.9 million of installment payments previously paid by Scorpio) and the remaining installment payments were $449.4 million. We expect to seek additional financing to help fund the outstanding balance under these shipbuilding contracts. However, there is no assurance we will be able to obtain any additional financing. See " Risk Factors—We do not currently have debt or other financing committed to fund a significant portion of our VLCC newbuildings and we may be liable for damages if we breach our obligations under the VLCC shipbuilding contracts. "

Certain events may arise which could result in us not taking delivery of the 2014 acquired newbuildings on such schedule or at all. See " Risk Factors—Delays in deliveries of any of our 21 VLCC newbuildings or any other new vessels that we may order, or delivery of any of the vessels with significant defects, could harm our operating results and lead to the termination of any related charters that may be entered into prior to their delivery."

In December 2013, in connection with the entry by the 2014 acquired VLCC shipbuilding SPVs into the 2014 acquired VLCC shipbuilding contracts, Scorpio agreed to guarantee the performance of each of the 2014 acquired VLCC shipbuilding SPVs under the 2014 acquired VLCC shipbuilding

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contracts for the benefit of the 2014 acquired VLCC ship builders. We refer to these guarantees as the "Scorpio guarantees." In connection with the 2014 acquired VLCC SPV stock purchase, VLCC Corp. and Scorpio entered into an agreement, dated as of March 25, 2014, pursuant to which VLCC Corp., among other things, agreed to indemnify Scorpio to the extent that Scorpio is required to perform its obligations under the Scorpio guarantees. We refer to this agreement as the "2014 acquired VLCC back-to-back guarantee." Pursuant to a letter agreement dated March 18, 2015, by and between Scorpio and VLCC Corp., VLCC Corp. agreed to use reasonable endeavors to negotiate and finalize with the 2014 acquired VLCC ship builders the terms for the novation of the 2014 acquired VLCC ship building contracts to a subsidiary of VLCC. Corp. and/or the release of Scorpio from its obligations under the Scorpio guarantees by June 16, 2015.

In March 2014, the 2014 acquired VLCC shipbuilding SPVs collectively entered into an agreement for the Appointment of a Buyer's representative with Scorpio Ship Management S.A.M., which we refer to as "SSM," to appoint SSM as their agent to review and approve drawings and documents and equipment proposals relating to the construction of the 2014 acquired VLCC newbuildings. The agreement provides for SSM to be reimbursed for these services at the rate of approximately $10,000 per week for an initial period of six weeks from the date of the agreement, subsequently extended by agreement to eight weeks. We refer to this fee as the "initial agent fee."

In May 2014, each of the 2014 acquired VLCC shipbuilding SPVs entered into a Project Consultation and Site Building Supervision Agreement with SSM to appoint SSM as their project manager to supervise and inspect the construction of each of the 2014 acquired VLCC newbuildings. The agreement provides for SSM a site supervision fee totaling approximately $600,000 in respect of each of the 2014 acquired VLCC newbuildings to be constructed by Daewoo Shipbuilding & Marine Engineering Co., Ltd., a site supervision fee totaling approximately $550,000 in respect of each of the 2014 acquired VLCC newbuildings to be constructed by Hyundai Samho Heavy Industries Co., Ltd., and for each of the 2014 acquired VLCC newbuildings, a drawing and plans approval fee of approximately $20,000, payable in each case by the relevant 2014 acquired VLCC shipbuilding SPVs.

Employment of Our Fleet

We strive to optimize the financial performance of our fleet by deploying our vessels on time charters and in the spot market, including through commercial pool arrangements. Vessels operating on time charters may be chartered for several months or years whereas vessels operating in the spot market typically are chartered for a single voyage that may last up to three months. Vessels operating in the spot market may generate increased profit margins during periods of improving tanker rates, while vessels operating on time charters generally provide more predictable cash flows. Due to the historically low charter rates in recent years, we have primarily deployed our vessels on spot market voyage charters (either directly or through pools which operate primarily in the spot market) as opposed to time charters. However, we actively monitor market conditions and changes in charter rates in managing the deployment of our vessels between spot market voyage charters, pool agreements and time charters. Historically, during certain periods of higher charter rates, we entered into time charters to benefit from a measure of stability through cycles. We may utilize a similar strategy to the extent that tanker rates rise and market conditions become favorable. We may also consider deploying our vessels on time charter for customers to use as floating storage. See " Management's Discussion and Analysis of Financial Condition and Results of Operations—General—Spot and Time Charter Deployment" for more information regarding our fleet deployment strategy.

Our Charters

Most of our vessels are employed in the spot market, under contracts pertaining to specified cargo, or on time charters, which are contracts defined by their duration rather than their cargoes. The

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following table details the percentage of our fleet operating on time charters and in the spot market during the past two years.

	Time Charter Vs. Spot Mix (as % of operating days)

	Year ended December 31, 2014		Year ended December 31, 2013
Percentage in time charter days		6.3		13.0
Percentage in spot charter days		93.7		87.0


Total vessel operating days		100.0		100.0

As of March 31, 2015, our fleet consisted of 25 vessels on the water. We had one Suezmax vessel on a time charter contract at a daily rate of $19,750 (before brokers' commissions), which expires during July 2015. As of March 31, 2015, fifteen of our vessels were chartered into the Unique Tankers pool described in Note 11 to the financial statements for the three months ended March 31, 2015 and 2014, and in Note 14 to the financial statements for the years ended December 31, 2014 and 2013 included elsewhere in this prospectus and seven of our vessels were deployed directly on the spot market.

VL8, Suez8 and V8 Pools

We intend to employ all of our spot VLCC, Suezmax and Aframax vessels through the Navig8 Group's VL8, Suez8 and V8 pools, respectively. Both pools leverage the Navig8 Group's industry leading platform with a spot market focus, in which shipowners with vessels of similar size and quality participate along with us in the pools. As of June 7, 2015, the VL8 pool was comprised of 21 vessels, the Suez8 pool was comprised of 10 vessels and the V8 pool was comprised of 24 vessels. Assuming all of our newbuild VLCCs and our existing spot VLCC and Suezmax vessels are employed in the VL8, Suez8 and V8 pools, Navig8 Group's VL8 pool will manage a fleet of 48 vessels, the Suez8 pool will manage 20 vessels and the V8 pool will manage 28 vessels. ¹⁵ Based on the current estimated size of other VLCC pools, this would position the VL8 pool as the largest global manager of VLCCs. In addition, pursuant to a non-binding term sheet between us and Navig8 Limited, or the "Navig8 non-binding term sheet" and subject to reaching mutually agreeable terms, we expect to receive the right to a 15% share of the revenue of the commercial manager of the Suez8 pool and the right to at least a 10% (and as much as a 15%) share of the revenue of the commercial manager of the VL8 pool, in each case as a percentage of revenue remaining after deducting $150,000 per annum for each vessel time chartered by any participant into the applicable pool.

We believe this substantial scale among global tanker pools will provide both Gener8 and these pools with freight optimization and cost benefits through economies of scale, as well as greater access to key market dynamics and information. Furthermore, we believe that vessel pools can provide cost-effective commercial management activities for a group of similar class vessels and potentially result in lower waiting times. Further, pooling our vessels with those of other operators, helps us derive various operational benefits through voyage flexibility, including having more vessels available to deploy as opportunities arise. For example, pool participation means we could obtain backhaul or other voyages that could drive higher time charter equivalent earnings than we might have otherwise earned.

For further detail on our expected pooling arrangements with the Navig8 Group, please refer to " Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers Inc.—VL8 Pool Agreements" and "Related Party Transactions—Navig8 Non-Binding Term Sheet."

¹⁵: Based on size of VL8, Suez8 and V8 pools as of June 7, 2015. Assumed contribution of our existing VLCC and Suezmax vessels excludes two VLCCs and one Suezmax with time charters expiring in January 2016, February 2016 and July 2015, respectively that may be subsequently added to the VL8 or Suez8 pools on spot employment.

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For more information on other pools we have participated in, see " 2011 VLCC Pool " and " Unique Tankers Pool " in Note 11 to the financial statements for the three months ended March 31, 2015 and 2014, and in Note 14 to the financial statements for the years ended December 31, 2014 and 2013 included elsewhere in this prospectus.

Oil Major Vetting Process

Shipping in general and crude tankers in particular, have been, and will remain, heavily regulated. Many international and national rules, regulations and other requirements—whether imposed by the classification societies, international statutes, national and local administrations or industry—must be complied with in order to enable a shipping company to operate and a vessel to trade.

Traditionally there have been relatively few large players in the oil trading business and the industry is continuously consolidating. The so-called "oil majors," such as BP, Chevron, Conoco Phillips, Exxon, Petrobras, Shell, Sinopec, Statoil and Total, together with a few smaller companies, represent a significant percentage of the production, trading and, especially, shipping logistics (terminals) of crude and refined products worldwide. Concerns for the environment, health and safety have led the oil majors to develop and implement a strict due diligence process when selecting their commercial partners. This vetting process has evolved into a sophisticated and comprehensive risk assessment of both the vessel operator and the vessel.

While many parameters are considered and evaluated prior to a commercial decision, the oil majors, through their association, the Oil Companies International Marine Forum, or "OCIMF," have developed and are implementing two basic tools: (a) SIRE, the Ship Inspection Report Program, and (b) the Tanker Management & Self Assessment, or "TMSA" program. The former is a physical ship inspection protocol based upon a thorough vessel inspection questionnaire, and performed by accredited OCIMF inspectors, resulting in a report being logged on SIRE, while the latter is a recent addition to the risk assessment tools used by the oil majors.

Based upon commercial needs, there are three levels of risk assessment used by the oil majors: (a) terminal use, which will clear a vessel to call at one of the oil major's terminals; (b) voyage charter, which will clear the vessel for a single voyage; and (c) term charter, which will clear the vessel for use for an extended period of time. The depth, complexity and difficulty of each of these levels of assessment vary. While for the terminal use and voyage charter relationships a ship inspection and the operator's TMSA will be sufficient, a longer term charter relationship also requires a thorough office assessment. In addition to the commercial interest on the part of the oil major, an excellent safety and environmental protection record is necessary to ensure an office assessment is undertaken.

We believe that we benefit from our technical managers' track record of successful audits by major international oil companies. See " Business—Operations and Ship Management " below for more information about our technical managers.

Operations and Ship Management

Commercial Management

Our management team and other employees, including the management and employees of our wholly-owned subsidiary, GMM, are responsible for the commercial and strategic management of our fleet. (See " Business—Employment of Our Fleet—VL8, Suez8 and V8 Pools " for information regarding the commercial management of the vessels we expect to enter into pools.) Commercial management involves negotiating charters for vessels, managing the mix of various types of charters, such as time charters, voyage charters and spot market-related time charters, and monitoring the performance of our vessels under their charters. Strategic management involves locating, purchasing, financing and selling vessels.

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The commercial management of our vessels deployed in the VL8, Suez8 and V8 pools is expected to be handled by affiliates of the Navig8 Group. Under these arrangements, the VL8 pool is obligated to pay the commercial manager of the pool a fee equal to 1.25% of all hire revenues, along with an administration fee of $325 per day per vessel. The commercial management agreement may be voluntarily terminated on ninety days' written notice by either party. See "Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—VL8 Pool Commercial Management Agreement" for further information regarding the commercial management of the vessels in the VL8 pool. The pooling arrangements with Suez8 and V8 are expected to be on terms generally consistent with standard Navig8 pool terms. See " Related Party Transactions—Navig8 Non-Binding Term Sheet—Arrangements with VL8, Suez8 and V8 Pools " for more further information regarding these expected arrangements.

Our in-house commercial management team manages any vessels not chartered into pools.

Technical Management

We utilize the services of independent technical managers for the technical management of our fleet (including the vessels we have deployed in pools). We currently contract with Anglo Eastern Ship Management, Northern Marine Management, Wallem and Selandia Ship Management, independent technical managers, for our technical management. Technical management involves the day-to-day management of vessels, including performing routine maintenance, attending to vessel operations, arranging for crews and supplies and providing safety, quality and environmental management, operational support, crewing shipyard supervision, insurance and financial management services. Members of our New York City-based corporate technical department oversee the activities of our independent technical managers. The head of our technical management team has over 38 years of experience in the shipping industry.

Anglo Eastern Ship Management, founded in 1974, Northern Marine Management, founded in 1983, Wallem, founded in 1903 and Selandia Ship Management, founded in 1995, are among the largest ship management companies in the world. These technical managers are known worldwide for their agency networks, covering all major ports in Germany, Norway, China, Hong Kong, Thailand, Malaysia, Indonesia, the Philippines, India and Singapore. These technical managers hold themselves to strict quality standards and provide services to over 1,000 vessels of all types, including VLCCs, Suezmax vessels, Aframax vessels, Panamax vessels and Handymax product carriers.

Under our technical management agreements, our technical manager is obligated to:

•: provide qualified personnel to ensure safe vessel operation;
•: arrange and supervise the maintenance of our vessels to our standards to assure that our vessels comply with applicable national and international regulations and the requirements of our vessels' classification societies including arranging and conducting vessel dry-dockings;
•: select and train the crews for our vessels, including assuring that the crews have the correct certificates for the types of vessels on which they serve;
•: warrant the compliance of the crews' licenses with the regulations of the vessels' flag states and the International Maritime Organization, or IMO;
•: arrange the supply of spares and stores and lubricating oil for our vessels;
•: report expense transactions to us, and make its procurement and accounting systems available to us in accordance with the Sarbanes-Oxley Act of 2002; and
•: ensure that our vessels are acceptable to customers for the safe carriage of cargo.

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Our crews inspect our vessels and perform ordinary course maintenance, both at sea and in port. Our vessels are regularly inspected by technical management staff and specific notations and recommendations are made for improvements to the overall condition of the vessel, maintenance of the vessel and safety and welfare of the crew.

See " —2014 Acquired VLCC Newbuildings " regarding our arrangement with Scorpio Ship Management regarding the supervision of the construction of VLCC newbuildings and "—2015 Acquired VLCC Newbuildings " regarding our arrangement with Navig8 Shipmanagement regarding the supervision of the construction of the 2015 acquired VLCC newbuildings.

See " Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.—Navig8 Technical Management Agreement " for information regarding the technical management agreements currently in place in respect of our 2015-acquired VLCC newbuildings. Pursuant to the terms of the Navig8 non-binding term sheet and subject to reaching mutually agreeable terms we expect that the technical management agreements will be terminated upon signing of mutually acceptable VL8, Suez8 and V8 pool arrangements, revenue sharing agreements in respect of the commercial managers of the VL8 and Suez8 pools and consulting agreements with Nicolas Busch and Gary Brocklesby and that Gener8 vessels will be managed by third party managers with Navig8 Shipmanagement Pte. Ltd. having a right to competitively bid for this business. If the technical management agreements are not terminated in connection with the Merger, the agreements may be terminated upon two months' written notice.

Employees

As of March 31, 2015, we employed approximately 35 office personnel. Thirteen of these employees (of which twelve are located in New York City and one is located in Houston, Texas) manage the commercial operations of our business and oversee the technical management of our fleet.

As of March 31, 2015, we employed approximately four employees located in Lisbon Portugal, who formerly managed certain of the technical operations of our business, and were subject to a local company employment collective bargaining agreement which covers the main terms and conditions of their employment. As part of our strategy to outsource the technical management of our fleet, we announced the closure of our Portugal offices to our employees in April 2014 and expect the closure to be completed prior to August 1, 2015. In May 2014 we commenced the transfer of management of our vessels that were formerly managed by the Portugal office to a third-party ship manager having its principal office in Mumbai, India. All of our vessels had been transferred as of December 31, 2014. We have been successful in retaining the skills and experience of the majority of our crew by securing their employment at one of our independent managers, preserving years of knowledge and experience specifically on our vessels and reducing switching costs.

As of March 31, 2015, we employed three employees located in Novorossiysk, Russia which formerly procured crews for certain of our vessels. As part of our strategy to outsource technical management of our fleet, we have transitioned responsibility for crew procurement to third-party technical managers. This process was completed in November 2014 and third-party technical managers now provide crews for all of our vessels. We expect to complete the closure of our Russian office by July 1, 2015. Additionally, as part of the implementation of our outsourcing strategy, we completed the closure of our India office (which had two employees) in September 2014.

As of March 31, 2015, we no longer provided any seaborne personnel to crew our vessels. Crews for our vessels are provided by third-party managers. Our technical managers are responsible for locating and retaining qualified officers for our vessels subject to third-party management arrangements. The crewing agencies handle each seaman's training, travel and payroll, and ensure that all the seamen on our vessels have the qualifications and licenses required to comply with international regulations and shipping conventions. We typically man our vessels with more crew members than are

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required by the country of the vessel's flag in order to allow for the performance of routine maintenance duties.

We place great emphasis on attracting qualified crew members for employment on our vessels. Recruiting qualified senior officers has become an increasingly difficult task for vessel operators. We believe that our third-party technical managers pay competitive salaries and provide competitive benefits to our personnel. We believe that the well-maintained quarters and equipment on our vessels help to attract and retain motivated and qualified seamen and officers. Our crew management services contractors have collective bargaining agreements that cover all the junior officers and seamen whom they provide to us.

Our Customers

We have strong relationships with our customers, which include major international oil companies and commodities trading firms such as Unipec, BP, Shell, S-Oil, Exxon, Chevron, Repsol, Valero, Petrobras and Clearlake. During the three months ended March 31, 2015 and 2014 and the years ended December 31, 2014 and 2013, one of our customers, Unipec, accounted for 20.2%, 16.6%, 15.2% and 12.2% of our voyage revenues (including revenue from the Unique Tankers pool), respectively. See " Risk Factors—We receive a significant portion of our revenues from a limited number of customers and pools, and the loss of any customer or the termination of our relationships with these pools could result in a significant loss of revenues and cash flow " for certain risks related to our reliance on key customers. On May 7, 2015, we delivered to Unipec a notice of termination under certain of our pool related agreements between Unipec and Unique Tankers. We intend to transition the employment of all of our spot VLCC, Suezmax and Aframax vessels to existing Navig8 Group commercial crude tanker pools. See Note 11 to the financial statements for the three months ended March 31, 2015 and 2014, and Note 14 to the financial statements for the years ended December 31, 2014 and December 31, 2013 included elsewhere in this prospectus for more information on the Unique Tankers pool.

Insurance

General Operational Risks. The operation of any ocean-going vessel carries an inherent risk of catastrophic marine disasters and property losses caused by adverse weather conditions, mechanical failures, human error, war, terrorism and other circumstances or events. In addition, the transportation of crude oil is subject to the risk of spills, and business interruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts. The U.S. Oil Pollution Act of 1990, or "OPA" has made liability insurance more expensive for ship owners and operators imposing potentially unlimited liability upon owners, operators and bareboat charterers for oil pollution incidents in the territorial waters of the United States. We believe that our current insurance coverage is adequate to protect us against the principal accident-related risks that we face in the conduct of our business.

Liability Risks: Protection and Indemnity Insurance. Our protection and indemnity insurance, or "P&I insurance," covers, subject to customary deductibles, policy limits and extensions, third-party liabilities and other related expenses from, among other things, injury or death of crew, passengers and other third parties, claims arising from collisions, damage to cargo and other third-party property and pollution arising from oil or other substances. Our current P&I insurance coverage for pollution is the maximum commercially available amount of $1.0 billion per tanker per incident and is provided by mutual protection and indemnity associations. Our current P&I Insurance coverage for non-pollution losses is $3.0 billion per tanker per incident. Each of the vessels currently in our fleet is entered in a protection and indemnity association which is a member of the International Group of Protection and Indemnity Mutual Assurance Associations, or the "International Group." The 13 protection and indemnity associations that comprise the International Group insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities. Each protection and indemnity association has capped its exposure to this pooling agreement at

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$4.3 billion. As a member of protection and indemnity associations, which are, in turn, members of the International Group, we are subject to calls payable to the associations based on the International Group's claim records as well as the claim records of all other members of the individual associations and members of the pool of protection and indemnity associations comprising the International Group.

Marine Risks: Hull and Machinery and War Risks. Our hull and machinery insurance covers actual or constructive total loss from covered risks of collision, fire, heavy weather, grounding and engine failure or damages from same. Our war risk insurance covers risks of confiscation, seizure, capture, vandalism, sabotage and other war-related risks. Such coverage is subject to policy deductibles. Our loss-of-hire insurance covers loss of revenue for up to 90 days resulting from vessel off hire for each of our vessels, with a 14-day deductible.

Competition

International seaborne transportation of crude oil and other petroleum products is provided by two main types of operators: fleets owned by independent companies and fleets operated by oil companies (both private and state-owned). Many oil companies and other oil trading companies, the primary charterers of the vessels we own, also operate their own vessels and transport oil for themselves and third-party charterers in direct competition with independent owners and operators. Competition for charters is intense and is based upon price, vessel location, the size, age, condition and acceptability of the vessel, and the quality and reputation of the vessel's operator.

Other significant operators of vessels carrying crude oil and other petroleum products include American Eagle Tankers Inc. Limited, Frontline, Ltd., Overseas Shipholding Group, Inc., Teekay Shipping Corporation and Tsakos Energy Navigation. There are also numerous, smaller vessel operators.

See " Risk Factors " above for a discussion of certain negative factors pertaining to our competitive position.

Permits and Authorization

Government regulations and laws significantly affect the ownership and operation of our vessels. We are subject to international conventions and national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered and compliance with such laws, regulations and other requirements may entail significant expense.

Our vessels are subject to both scheduled and unscheduled inspections by a variety of government, quasi-governmental and private organizations, including local port authorities, national authorities, harbor masters or equivalent, classification societies, flag state administrations (countries of registry) and charterers. Our failure to maintain permits, licenses, certificates or other approvals required by some of these entities could result in penalties or require us to incur substantial costs or temporarily suspend operation of one or more of our vessels.

We believe that the heightened levels of environmental and quality concerns among insurance underwriters, regulators and charterers have led to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations; however, because such laws and regulations are frequently changed and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that results

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in significant oil pollution or otherwise causes significant adverse environmental impact, such as one comparable to the 2010 Deepwater Horizon oil spill in the Gulf of Mexico, could result in additional legislation, regulation or other requirements that could negatively affect our profitability.

Ship Safety

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security, such as the Maritime Transportation Security Act of 2002, or "MTSA." To implement certain portions of the MTSA, in July 2003 the U.S. Coast Guard, or the "USCG," issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. The regulations also impose requirements on certain ports and facilities, some of which are regulated by the U.S. Environmental Protection Agency, or the "EPA."

Similarly, in December 2002, amendments to the International Maritime Organization (IMO) International Convention for the Safety of Life at Sea of 1974, or "SOLAS," created a new chapter of the convention dealing specifically with maritime security. The new Chapter V became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, and mandates compliance with the International Ship and Port Facilities Security Code, or the "ISPS Code." The ISPS Code is designed to enhance the security of ports and ships against terrorism. Amendments to SOLAS Chapter VII, made mandatory in 2004, apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Goods Code, or IMDG Code. To trade internationally, a vessel must attain an International Ship Security Certificate, or "ISSC," from a recognized security organization approved by the vessel's flag state. Among the various requirements are:

•: on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;
•: on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;
•: the development of vessel security plans;
•: ship identification number to be permanently marked on a vessel's hull;
•: a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and
•: compliance with flag state security certification requirements.

A ship operating without a valid certificate may be detained at port until it obtains an ISSC, or may be expelled from port or refused entry at port.

Furthermore, additional security measures could be required in the future which could have a significant financial impact on us. The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures provided such vessels have on board a valid ISSC that attests to the vessel's compliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures addressed by the MTSA, SOLAS and the ISPS Code.

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Safety Management System Requirements

In addition to SOLAS, the IMO also adopted the International Convention on Load Lines, or the "LL Convention." SOLAS and the LL Convention impose a variety of standards that regulate the design and operational features of ships. The IMO periodically revises the SOLAS Convention and LL Convention standards. May 2012 SOLAS amendments entered into force as of January 1, 2014. The Convention on Limitation of Liability for Maritime Claims (LLMC) was recently amended and the amendments are expected to go into effect on June 8, 2015. The amendments alter the limits of liability for loss of life or personal injury claims and property claims against ship owners. We believe that all our vessels will be in substantial compliance with SOLAS and LL Convention standards.

The operation of our ships is also affected by the requirements set forth in Chapter IX of SOLAS, which sets forth the IMO's International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code. The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. We rely upon the safety management systems that we and our technical managers have developed for compliance with the ISM Code. The failure of a ship owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The ISM Code requires that vessel operators obtain a safety management certificate, or "SMC," for each vessel they operate. This certificate evidences compliance by a vessel's operators with the ISM Code requirements for a safety management system, or "SMS." No vessel can obtain an SMC under the ISM Code unless its manager has been awarded a document of compliance, or "DOC," issued in most instances by the vessel's flag state. We believe that we have all material requisite documents of compliance for our offices and safety management certificates for all of our vessels for which such certificates are required by the IMO. We renew these documents of compliance and safety management certificates as required.

Properties

We lease three properties, which house offices used in the administration of our operations: a property of approximately 24,000 square feet in New York, New York, a property of approximately 11,500 square feet in Lisbon, Portugal and a property of approximately 750 square feet in Novorossiysk, Russia. We do not own or lease any production facilities, plants or similar real properties. As discussed above in " Operations and Ship Management " we are in the process of closing our Portugal office and expect the closure to be complete prior to July 1, 2015. On February 28, 2015 we entered into an addendum to the lease for the Portugal office which extended the term of the lease to July 2015. The lease for the Russian office terminates in July 2015 and we expect to close our Russian office by July 1, 2015.

Inspection by Classification Societies

Every oceangoing vessel must be evaluated, surveyed and approved by a classification society. The classification society certifies that the vessel is "in class," signifying that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel's country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.

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The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

For maintenance of the class certification, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classes are required to be performed as follows:

•: Annual Surveys: For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable for special equipment classed, within three months before or after each anniversary date of the date of commencement of the class period indicated in the certificate.
•: Intermediate Surveys: In addition to annual surveys, intermediate surveys typically are conducted two and one-half years after commissioning and each class renewal. Intermediate surveys are to be carried out at or between the occasion of the second or third annual survey.
•: Class Renewal Surveys: Class renewal surveys, also known as special surveys, are carried out for the ship's hull, machinery, including the electrical plant, and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey, the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. The classification society may grant a one-year grace period for completion of the special survey. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every four or five years, depending on whether a grace period was granted, a vessel owner has the option of arranging with the classification society for the vessel's hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-year cycle. Upon a vessel owner's request, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal.

All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

Most vessels under 15 years old undergo an intermediate survey every 30 to 36 months for inspection of the underwater parts and for repairs related to inspections. If any defects are found, the classification surveyor will issue a "recommendation" which must be rectified by the vessel owner within prescribed time limits. For vessels 15 years and older, a class renewal survey is performed every 30 months.

Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in class" by a classification society which is a member of the International Association of Classification Societies. All of our vessels have been certified as being "in class" by a recognized classification society. All new and secondhand vessels that we purchase must be certified prior to their delivery under our standard agreements.

Seasonality

Tanker markets are typically stronger in the fall and winter months (the fourth and first quarters of the calendar year) in anticipation of increased oil consumption in the Northern Hemisphere during the winter months. See " Risk Factors—Our operating results may fluctuate seasonally" for more information regarding risks relating to seasonality.

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Chapter 11 Reorganization

On November 17, 2011, which we refer to as the "petition date," we and substantially all of our subsidiaries (with the exception of those in Portugal, Russia and Singapore, as well as certain inactive subsidiaries), which we refer to collectively as the "debtors," filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York, which we refer to as the "Bankruptcy Court," under Case No. 11-15285 (MG), which we refer to as the "Chapter 11 cases." On January 31, 2012, the debtors filed a joint plan of reorganization with the Bankruptcy Court. We refer to the joint plan of reorganization as amended, modified and confirmed by the Bankruptcy Court as the "Chapter 11 plan." The Bankruptcy Court entered an order, which we refer to as the "confirmation order," confirming the Chapter 11 plan on May 7, 2012. The debtors served notice of the entry of the confirmation order on May 10, 2012 and May 11, 2012.

Pursuant to the Chapter 11 plan, we adopted articles of incorporation which provided for a single class of Common Stock. Among other things, the Chapter 11 plan provided for the issuance of 200,011 shares of Common Stock to our prepetition general unsecured creditors and a total of 9,800,560 shares of Common Stock to investment entities of Oaktree Capital Management L.P. We refer to Oaktree Capital Management L.P. and/or one or more of its investment entities and the funds managed by it as "Oaktree." Of the 200,011 shares allocated to our unsecured creditors, 195,070 shares have, as of May 15, 2015, been distributed to creditors and 4,941 shares remain in an escrow account in respect of disputed claims. To the extent that any shares remain in escrow following resolution of the disputed claims, they will either be distributed pro rata to holders of claims which were previously allowed, or if the amount remaining is de minimis, they will be returned to us. Although these escrowed shares are not treated as outstanding for purposes of voting, when referencing outstanding shares or issued shares in this prospectus, we will, unless otherwise indicated by context, treat the escrowed shares as if they are outstanding and issued to holders of allowed general unsecured claims. See " Shares Eligible for Future Sale—Sale of Restricted Shares " for more information regarding the issuance of these shares.

Environmental and Other Regulations

International Maritime Organization (IMO)

The United Nations' International Maritime Organization, or the "IMO," has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 and updated through various amendments relating thereto (collectively referred to as MARPOL 73/78 and herein as "MARPOL"). MARPOL entered into force on October 2, 1983. It has been adopted by over 150 nations, including many of the jurisdictions in which our vessels operate. MARPOL sets forth pollution-prevention requirements applicable to drybulk carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried, in bulk, in liquid or packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997.

In 2012, the IMO's Marine Environmental Protection Committee, or "MEPC," adopted a resolution amending the International Code for the Construction and Equipment of Ships Carrying Dangerous Chemicals in Bulk, or the IBC Code. The provisions of the IBC Code are mandatory under MARPOL and the IMO International Convention for the Safety of Life at Sea of 1974, or "SOLAS."

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These amendments, which entered into force in June 2014, pertain to revised international certificates of fitness for the carriage of dangerous chemicals in bulk and identifying new products that fall under the IBC Code. We may need to make certain financial expenditures to comply with these amendments.

In 2013, the MEPC adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or CAS. These amendments became effective on October 1, 2014, and require compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or ESP Code, which provides for enhanced inspection programs. We may need to make certain financial expenditures to comply with these amendments.

Air Emissions. In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution. Effective May 2005, Annex VI sets limits on nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000. It also prohibits "deliberate emissions" of "ozone depleting substances," defined to include certain halons and chlorofluorocarbons. "Deliberate emissions" are not limited to times when the ship is at sea; they can for example include discharges occurring in the course of the ship's repair and maintenance. Emissions of "volatile organic compounds" from certain tankers, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls (PCBs)) are also prohibited. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions known as "Emission Control Areas," or "ECAs" (see below).

The MEPC adopted amendments to Annex VI on October 10, 2008, which amendments were entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. By January 1, 2020, sulfur content must not exceed 0.50%, subject to a feasibility review to be completed no later than 2018. The amended Annex VI also establishes new tiers of stringent nitrogen oxide emission standards for new marine engines developed after the date of installation.

Sulfur content standards are even stricter within certain ECAs. By January 1, 2015, ships operating within an ECA may not use fuel with sulfur content in excess of 0.10%. Amended Annex VI establishes procedures for designating new ECAs. Currently, the Baltic Sea, the North Sea and certain coastal areas of North America and the Caribbean Sea have been so designated. Ocean-going vessels in these areas are subject to stringent emissions controls, which may cause us to incur additional costs. If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures, operational changes, or otherwise increase the costs of our operations. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009.

As of January 1, 2013, Amended Annex VI of MARPOL made mandatory certain measures relating to energy efficiency for ships in part to address greenhouse gas emissions. This included the requirement that all new ships utilize the Energy Efficiency Design Index, or "EEDI", and that all ships use the Ship Energy Efficiency Management Plan, or "SEEMP."

We believe that all our vessels will be compliant in all material respects with these regulations. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.

Pollution Control and Liability Requirements. The IMO adopted the International Convention for the Control and Management of Ships' Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention will not enter into force until 12 months after it has been

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adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world's merchant shipping tonnage. To date, there has not been sufficient adoption of this standard for it to take force, but it is close and papers were recently submitted to the IMO proposing solutions to implementation problems. Many of the implementation dates originally written into the BWM Convention have already passed. On December 4, 2013, the IMO Assembly passed a resolution revising the dates of applicability of the requirements of the BWM Convention so that they are triggered by the entry into force date, and not the dates originally in the BWM Convention. This in effect makes all vessels constructed before the entry into force date 'existing vessels,' and allows for the installation of ballast water management systems on such vessels at the first renewal survey following entry into force of the convention. Once mid-ocean ballast exchange or ballast water treatment requirements become mandatory, the cost of compliance could increase for owners or operators of ocean carriers, and the costs of ballast water treatment may be material.

The IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the "Bunker Convention," to impose strict liability on ship owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship's bunkers typically is determined by the relevant national or other domestic laws in the jurisdiction where the events or damages occur.

The IMO has also adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocol in 1976, 1984, and 1992, and amended in 2000, or the "CLC." Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel's registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner's personal fault and under the 1992 Protocol where the spill is caused by the shipowner's personal act or omission or by intentional or reckless conduct where the shipowner knew pollution damage would probably result. The CLC requires ships covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner's liability for a single incident.

Noncompliance with the IMO's International Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, or other IMO regulations may subject the vessel owner or bareboat charterer to increased liability, lead to decreases in available insurance coverage for affected vessels or result in the denial of access to, or detention in, some ports. As of the date of this report, each of our vessels is ISM Code certified. However, there can be no assurance that such certificates will be maintained in the future.

Anti-Fouling Requirements. In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the "Anti-fouling Convention." The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels after September 2003. Vessels of over 400 gross tons engaged in international voyages will be required to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate is issued for the first time; and subsequent surveys when the anti-fouling systems are altered or replaced. We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling Convention.

The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

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The U.S. Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act.

The U.S. Oil Pollution Act of 1990, or "OPA", established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all "owners and operators" whose vessels trade with the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States' territorial sea and its 200 nautical mile exclusive economic zone around the United States. The United States has also enacted the Comprehensive Environmental Response, Compensation and Liability Act, or "CERCLA," which applies to the discharge of hazardous substances (other than petroleum, except in certain limited circumstances), whether on land or at sea. OPA and CERCLA both define "owner and operator" "in the case of a vessel as any person owning, operating or chartering by demise, the vessel." Both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are "responsible parties" and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels. OPA defines these other damages broadly to include:

•: injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
•: injury to, or economic losses resulting from, the destruction of real and personal property;
•: net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
•: loss of subsistence use of natural resources that are injured, destroyed or lost;
•: lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
•: net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards.

OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective July 31, 2009 the USCG adjusted the limits of OPA liability to the greater of $2,000 per gross ton or $17.088 million per double hull tanker that is greater than 3,000 gross tons (subject to periodic adjustments for inflation). In August 2014, the USCG proposed increases to the limitations of liability. These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under certain provisions of the U.S. Clean Water Act or the Intervention on the High Seas Act.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damage for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the

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primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.

OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. Under OPA regulations, an owner or operator of more than one tanker is required to demonstrate evidence of financial responsibility for the entire fleet in an amount equal only to the financial responsibility requirement of the tanker having the greatest maximum strict liability under OPA and CERCLA. We have provided such evidence and received certificates of financial responsibility from the USCG for each of our vessels required to have one. Compliance with any new requirements of OPA may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes. Additional legislation or regulations applicable to the operation of our vessels that may be implemented in the future could adversely affect our business.

We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Other United States Environmental Regulations. The U.S. Clean Water Act, or the "CWA," prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. Furthermore, most U.S. States that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law.

The EPA requires a permit regulating ballast water discharges and other discharges incidental to the normal operation of certain vessels within U.S. waters under the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels, or "VGP." For a new vessel delivered to an owner or operator after September 19, 2009 to be covered by the VGP, the owner must submit a Notice of Intent, or "NOI," at least 30 days before the vessel operates in U.S. waters. On March 28, 2013, the EPA re-issued the VGP for another 5 years. This VGP took effect on December 19, 2013. The VGP focuses on authorizing discharges incidental to operations of commercial vessels and the new VGP contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, more stringent requirements for gas scrubbers and the use of environmentally acceptable lubricants.

USCG regulations adopted, and proposed for adoption, under the U.S. National Invasive Species Act, or "NISA," also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters, which require the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures, and/or otherwise restrict our vessels from entering U.S. waters. The USCG must approve any technology before it is placed on a vessel, but has not yet approved the technology necessary for vessels to meet the foregoing standards. However, the USCG

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has developed an Alternate Management System, or "AMS," acceptance program. This is a bridging strategy to allow foreign type approved Ballast Water Management Systems to be installed and operated on vessels. An AMS must be installed prior to the vessel's compliance date and may be used up to five years after the date that the vessel is required to be in compliance with the U.S. Coast Guard ballast water discharge standards.

Notwithstanding the foregoing, as of January 1, 2014, vessels are technically subject to the phasing-in of these standards. As a result, the USCG has provided waivers to vessels which cannot install the as-yet unapproved technology. The EPA, on the other hand, has taken a different approach to enforcing ballast discharge standards under the VGP. On December 27, 2013, the EPA issued an enforcement response policy in connection with the new VGP in which the EPA indicated that it would take into account the reasons why vessels do not have the requisite technology installed, but will not grant any waivers.

Compliance with the VGP could require the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other disposal arrangements, and/or otherwise restrict our vessels from entering United States waters. In addition, certain states have enacted more stringent discharge standards as conditions to their required certification of the VGP. We submit NOIs for our vessels where required and do not believe that the costs associated with obtaining and complying with the VGP have a material impact on our operations.

The U.S. Clean Air Act of 1970 (including its amendments in 1977 and 1990), or the "CAA," requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. Our vessels that operate in such port areas with restricted cargoes are equipped with vapor recovery systems that satisfy these requirements. The CAA also requires states to draft State Implementation Plans, or "SIPs," designed to attain national health-based air quality standards in each state. Although state-specific SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment, as indicated above, our vessels operating in covered port areas are already equipped with vapor recovery systems that satisfy these existing requirements.

European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. Member States were required to enact laws or regulations to comply with the directive by the end of 2010. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained. The European Union also adopted and then extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply.

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Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions. As of January 2013, all ships must comply with mandatory requirements adopted by the IMO's MEPC in July 2011 relating to greenhouse gas emissions. All ships are required to follow a SEEMP. Now, the minimum energy efficiency levels per capacity mile, outlined in the EEDI, applies to new ships. These requirements could cause us to incur additional compliance costs. The IMO is also considering the implementation of market-based mechanisms to reduce greenhouse gas emissions from ships at an upcoming MEPC session. The European Parliament and Council of Ministers are expected to endorse regulations that would require the monitoring and reporting of greenhouse gas emissions from vessels in the near future. In the United States, the EPA has issued a finding that greenhouse gases endanger the public health and safety, and has adopted regulations to limit greenhouse gas emissions from certain mobile sources and large stationary sources. The EPA enforces both the CAA and the international standards found in Annex VI of MARPOL concerning marine diesel engines, their emissions, and the sulfur content in marine fuel. Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant financial expenditures, including capital expenditures to upgrade our vessels, which we cannot predict with certainty at this time.

International Labour Organization

The International Labour Organization, or "ILO," is a specialized agency of the UN with headquarters in Geneva, Switzerland. The ILO has adopted the Maritime Labor Convention 2006, or "MLC 2006." A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance will be required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. The MLC 2006 entered into force one year after 30 countries with a minimum of 33% of the world's tonnage ratified it. On August 20, 2012, the required number of countries was met and MLC 2006 came into force on August 20, 2013.

Taxation of the Company

This discussion is based on the Internal Revenue Code of 1986, as amended, or the "Code," final and temporary regulations thereunder, and current administrative rulings and court decisions, all as in effect on the date of this registration statement and all of which are subject to change, possibly with retroactive effect. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. The following discussion does not purport to be a comprehensive description of all of the U.S. federal income tax considerations applicable to us.

We have made special U.S. tax elections in respect of each of the shipowning or operating subsidiaries that are potentially subject to tax as a result of deriving income attributable to the transportation of cargoes to or from the United States. The effect of the special U.S. tax elections is to ignore or disregard the subsidiaries for which elections have been made as separate taxable entities from that of their parent, Gener8 Maritime, Inc. Therefore, for purposes of the following discussion, Gener8 Maritime, Inc., and not the subsidiaries subject to this special election, will be treated as the owner and operator of the subsidiary vessels and as receiving the income from these vessels. In addition, if Gener8 Maritime, Inc. qualifies for the Section 883 exemption, discussed below, its subsidiaries that do not make the special U.S. tax election generally should qualify for the Section 883 exemption.

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Taxation of Operating Income: In General

Unless exempt from U.S. federal income taxation, a foreign corporation is subject to U.S. federal income tax in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis or from the performance of services directly related to those uses, which we refer to as "shipping income," to the extent that the shipping income is derived from sources within the United States, which we refer to as "U.S.-source shipping income."

For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes U.S.-source shipping income.

No portion of shipping income attributable to transportation exclusively between non-U.S. ports will be considered U.S.-source shipping income and such income will not be subject to U.S. federal income tax. Shipping income attributable to transportation exclusively between U.S. ports is considered to be 100% derived from U.S. sources. However, due to prohibitions under U.S. law, we do not engage in transportation of cargo exclusively between U.S. ports.

Unless exempt from tax under Section 883 of the Code, our gross U.S.-source shipping income generally would be subject to a 4% tax imposed without allowance for deductions, unless such income is "effectively connected" with the conduct of a U.S. trade or business, as described below under " Taxation in Absence of Section 883 Exemption ."

Exemption of Operating Income from U.S. Federal Income Taxation

Under Section 883 of the Code and the regulations thereunder, or "Section 883", a foreign corporation will be exempt from U.S. federal income taxation on its U.S.-source shipping income if, in addition to satisfying certain substantiation and reporting requirements, the foreign corporation:

(a) is organized in a qualified foreign country, which is one that grants an "equivalent exemption" from tax to corporations organized in the U.S. in respect of each category of shipping income for which exemption is being claimed under Section 883, and to which we refer as the "country of organization test"; and

(b) either:

(1) more than 50% of the value of its stock generally is beneficially owned, directly or indirectly, by "qualified shareholders," which include individuals who are "residents" of a qualified foreign country, to which we refer as the "50% ownership test";

(2) one or more classes of its stock representing, in the aggregate, more than 50% of the combined voting power and value of all classes of its stock are "primarily and regularly traded on one or more established securities markets" in a qualified foreign country or in the U.S. (subject to certain exceptions), to which we refer as the "publicly traded test"; or

(3) it is a "controlled foreign corporation" and one or more qualified U.S. persons generally own more than 50 percent of the total value of all the outstanding stock, to which we refer as the "CFC test."

The Marshall Islands, the jurisdiction where we are incorporated, is a qualified foreign country that currently grants the requisite equivalent exemption from tax in respect of each category of shipping income we expect to earn in the future. Therefore, we will satisfy the country of organization test and would be exempt from U.S. federal income taxation with respect to our U.S.-source shipping income if we are able to satisfy any one of the 50% ownership test, the publicly traded test or the CFC test. As

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discussed further below, as of the date of this Registration Statement, it is not clear whether we will satisfy any of these tests.

For purposes of the publicly traded test, the Treasury Regulations under Section 883 provide, in pertinent part, that a foreign corporation's stock will be considered to be "primarily traded" on established securities markets in a country if, with respect to each class of stock relied upon to meet the publicly traded test, the number of shares of each such class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares of each such class of stock that are traded during that year on established securities markets in any other single country. Our common shares, which constitute our sole class of issued and outstanding shares, should be "primarily traded" on the NYSE as of the consummation of this offering.

A foreign corporation's stock will be considered to be "regularly traded" on established securities markets in a country during a taxable year if (a) classes of stock of such corporation that represent (by vote and value) more than 50% of all classes of stock of such corporation are listed on such markets, (b) with respect to each class relied on to meet the 50% requirement in (a), such class of stock is traded on such markets, other than in minimal quantities, on at least 60 days during the taxable year or one sixth of the days in a short taxable year, and the aggregate number of shares of such class of stock traded on such markets during the taxable year is at least 10% of the average number of shares of such class of stock outstanding during such year, or as appropriately adjusted in the case of a short taxable year. The Treasury Regulations provide that the trading frequency and trading volume tests under (b) in the immediately preceding sentence will be deemed satisfied if a class of stock is traded on an established securities market in the U.S. and is regularly quoted by dealers making a market in such stock.

Notwithstanding the foregoing, Section 883 also provides, in pertinent part, that a class of stock will not be considered to be "regularly traded" on an established securities market for any taxable year in which 50% or more of the outstanding shares of such class of stock are owned on more than half the days during the taxable year by persons who each own 5% or more of the outstanding shares of such class of stock, to which we refer as the "five percent override rule." For purposes of identifying the persons who actually or constructively own 5% or more of our common shares, or "5% shareholders", we may rely on Schedule 13G and Schedule 13D filings with the SEC. An investment company which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% shareholder for these purposes. The "five percent override rule" will not apply if we can substantiate that the number of our common shares owned for more than half of the number of days in the taxable year (1) directly or indirectly, applying attribution rules, by our qualified shareholders and (2) by our non-5% shareholders is greater than 50% of our outstanding common shares.

Upon consummation of this offering, we believe that our common shares will be primarily and regularly traded on an established securities market in the United States. However, based on the current ownership of our common shares, it is not clear whether 5% shareholders will own more than 50% of our common shares for more than half the days in 2015 or in any future taxable year. If the five percent override rule applies, we believe we would have significant difficulty in satisfying the exception to the five percent override rule described in the immediately preceding paragraph. Thus, we may not satisfy the publicly traded test in 2015 or in any future taxable year. It is also not clear whether we would satisfy the 50% ownership test or the CFC test. Thus, we may not be eligible to claim exemption from U.S. federal income tax under Section 883 in 2015 or in any future taxable year.

Taxation in Absence of Section 883 Exemption

If the exemption under Section 883 does not apply, our gross U.S.-source shipping income would be subject to a 4% tax, without allowance for deductions, unless such income is effectively connected with the conduct of a U.S. trade or business, as described below. We refer to income which is effectively connected with the conduct of a U.S. trade or business as "effectively connected income."

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As a result of the sourcing rules described above, no more than 50% of our gross shipping income would be treated as U.S.-source shipping income because we do not operate exclusively between U.S. ports. Thus, the maximum effective rate of U.S. federal income tax on our non-effectively connected shipping income should not exceed 2% because we do not operate exclusively between U.S. ports.

Our U.S.-source shipping income has been subject to the 4% gross income tax in 2012, 2013 and 2014 as a result of our failure to qualify for the Section 883 exemption. Assuming that there is no material change to the source of our income or the nature of our activities and other operations, we do not expect the effect of this 4% gross income tax for 2015, if applicable, to be materially different than for 2013 or 2014, subject to any fluctuation as a result of changes in charter rates and U.S. source shipping income attributable to newbuildings, as they are delivered and deployed in due course.

To the extent our U.S.-source shipping or non-shipping income is considered to be effectively connected income, as described below, any such income, net of applicable deductions, would be subject to the U.S. federal corporate income tax, currently imposed at graduated rates of up to 35%. In addition, we may be subject to a 30% "branch profits" tax on such income, and on certain interest paid (or deemed paid) that is attributable to the conduct of our U.S. trade or business.

Our U.S.-source shipping income would be considered "effectively connected income" only if:

•: we have, or are considered to have, a fixed place of business in the United States involved in the earning of U.S.-source shipping income; and
•: substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

We do not intend to have, or permit circumstances that would result in having, any vessel sailing to or from the United States on a regularly scheduled basis. Based on our current shipping operations and the expected mode of our future shipping operations and other activities, we believe that none of our U.S.-source shipping income will be "effectively connected income." However, we may from time to time generate non-shipping income that may be treated as effectively connected income.

U.S. Taxation of Gain on Sale of Vessels

If our shipping income does not qualify for exemption from U.S. federal income tax under Section 883 gain from the sale of a vessel may be treated as effectively connected income (determined under rules different from those discussed above) and subject to the net income and branch profits tax regime described above. If, however, our gain does qualify for exemption under Section 883, then such gain likewise should be exempt from U.S. federal income tax under Section 883.

Certain State, Local and Non-U.S. Tax Matters

We may be subject to state, local or non-U.S. income or non-income taxes in various jurisdictions, including those in which we transact business, own property or reside. We may be required to file tax returns in some or all of those jurisdictions. Our state, local or non-U.S. tax treatment may not conform to the U.S. federal income tax treatment discussed above. We may be required to pay non-U.S. taxes on dispositions of foreign property and foreign operations may give rise to non-U.S. income or other tax liabilities in amounts that could be substantial.

The various tax regimes to which we are currently subject result in a relatively low effective tax rate on our world-wide income. These tax regimes, however, are subject to change, possibly with retroactive effect. Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future law.

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Legal Proceedings

Genmar Progress

In August 2007, an oil sheen was discovered and reported by shipboard personnel in the vicinity of the Genmar Progress, in Guayanilla Bay, Puerto Rico. Subsequently, the U.S. Coast Guard formally designated the Genmar Progress as a source of the pollution incident. In October 2010, the United States, GMR Progress, LLC, and General Maritime Management (Portugal) L.d.A. executed a Joint Stipulation and Settlement Agreement. Pursuant to the terms of this agreement, the United States agreed to accept $6,273,000 in full satisfaction of oil spill response costs of the Coast Guard and certain natural damage assessment costs incurred through the date of settlement. The settlement had been paid in full by the vessel's protection & indemnity underwriters.

In April 2013, the Natural Resource Trustees for the United States and the Commonwealth of Puerto Rico, or the "Trustees," submitted a claim to GMR Progress, LLC and General Maritime Management (Portugal) L.d.A. for alleged injury to natural resources as a result of this oil spill, primarily seeking monetary damages in the amount of $4,940,000 for both loss of beach use and compensation for injury to natural resources such as mangroves, sea grass and coral. On July 7, 2014, the Trustees presented a revised claim for $7,851,468, consisting of $848,396 for loss of beach use, $4,905,959 for injuries to mangroves, sea grass and coral, $83,090 for uncompensated damage assessment costs and $2,014,023 for a 35% contingency for monitoring and oversight. This claim is disputed and has been reported to the vessel's protection & indemnity underwriters, who are expected to fund the settlement of any such claim.

General

From time to time in the future we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. While we expect that these claims would be covered by our existing insurance policies, those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. We have not been involved in any legal proceedings which may have, or have had, a significant effect on our financial position, results of operations or liquidity, nor are we aware of any proceedings that are pending or threatened which may have a significant effect on our financial position, results of operations or liquidity. See " Risk Factors—We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us. "

Exchange Controls

Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common shares.

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MANAGEMENT

Directors, Executive Officers, and Significant Employees

Our Current Directors, Executive Officers and Significant Employees

Our Board of Directors currently consists of seven directors. We refer to our board of directors as the "Board" and each member of our Board as a "director."

Set forth below are the names, ages, and positions of our executive officers and directors as of , 2015.

Name		Position

Peter C. Georgiopoulos	54	Chairman, Chief Executive Officer and Director
John P. Tavlarios	54	Chief Operating Officer
Leonard J. Vrondissis	38	Chief Financial Officer and Executive Vice President
Milton H. Gonzales, Jr.	61	Manager and Technical Director of GMM
Sean Bradley	38	Manager and Commercial Director of GMM
Ethan Auerbach	34	Director
Nicolas Busch	39	Director and Consultant
Dan Ilany	46	Director
Adam Pierce	36	Director
Roger Schmitz	33	Director
Steven D. Smith	56	Director

Our Strategic Management Committee

We expect to establish a Strategic Management Committee to serve a key role in advising our Board on all commercial, financial and strategic matters. Specifically, the Strategic Management Committee will have responsibilities which include, without limitation, reviewing, evaluating and advising our Board on sales and purchases of vessels, chartering in and out, financing of vessels and mergers and acquisitions. We expect Gary Brocklesby to serve as Chairman of and a voting member of the Strategic Management Committee, Messrs. Busch, Georgiopoulos and Tavlarios to serve as voting members and Mr. Vrondissis to serve as a non-voting member of the Strategic Management Committee. Additionally, Messrs. Brocklesby and Busch are also expected to serve as consultants to our Board.

Composition of our Board Upon Consummation of this Offering

Upon consummation of this offering, our Board will be comprised of seven directors. Under our amended and restated Articles of Incorporation as they will be in effect upon consummation of this offering, the Board will be classified into the following three classes having staggered three-year terms, so that the term of one class expires at each annual meeting of shareholders:

•: Class I directors. are class I directors whose terms expire at the annual meeting of shareholders to be held in 2016.
•: Class II directors. are class II directors whose terms expire at the annual meeting of shareholders to be held in 2017; and
•: Class III directors. are class III directors whose terms expire at the annual meeting of shareholders to be held in 2018.

The following table provides information about our initial directors and executive officers who will be in office as of the closing of this offering. All of the directors listed below have agreed to serve as

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directors effective as of the closing of this offering. Ages of the following individuals are as of December 31, 2014.

Name		Position

Peter C. Georgiopoulos	54	Chairman, Chief Executive Officer and Class Director
Nicolas Busch	39	Class Director
Adam Pierce	36	Class Director
Steven D. Smith	56	Class Director
		Class Director
		Class Director
		Class Director

Our executive officers and consultants upon consummation of this offering will be the same as our executive officers and consultants as of , 2015 identified above under " Our Current Directors, Executive Officers and Significant Employees " and " Our Strategic Management Committee. "

Biographical Information

The business experience of these individuals is included below.

Peter C. Georgiopoulos —Peter C. Georgiopoulos has served as our Chief Executive Officer since the closing of the 2015 merger on May 7, 2015 and as our Chairman and as one of our directors since December 2008, including prior to and during our Chapter 11 cases. He previously served as Chairman and one of the directors for General Maritime Subsidiary Corporation, which we refer to as "GMR Sub Corp.," or its predecessors from its inception in 1997 until December 2008. From 1997 to 2008, he served as CEO of GMR Sub Corp. or its predecessors, and he served as its President from 2003, following its internal reorganization, until 2008, as well. From 1991 to 1997, Mr. Georgiopoulos was the principal of Maritime Equity Management LLC, or "MEM," a ship-owning and investment company which he founded in 1991. From 1990 to 1991, he was affiliated with Mallory Jones Lynch & Associates, an oil tanker brokerage firm. From 1987 to 1990, Mr. Georgiopoulos was an investment banker at Drexel Burnham Lambert. Prior to entering the investment banking business, he had extensive experience in the sale, purchase and chartering of vessels while working for ship owners in New York and Piraeus, Greece. Mr. Georgiopoulos is a member of the American Bureau of Shipping. Mr. Georgiopoulos is also Chairman and a director of Genco Shipping & Trading Limited, or "Genco," Aegean Marine Petroleum Network, Inc., a company listed on the NYSE and Baltic Trading Limited, or "Baltic Trading," a company listed on the NYSE. He also holds an MBA from Dartmouth College. As a result of these and other professional experiences, Mr. Georgiopoulos possesses knowledge and experience regarding our history and operations and the shipping industry, finance and capital markets, that strengthen the Board's collective qualifications, skills and experience.

John P. Tavlarios —John P. Tavlarios has served as our Chief Operating Officer since the closing of 2015 merger on May 7, 2015. He previously served as one of our directors and as our President from December 2008, including prior to and during our Chapter 11 cases until May 7, 2015 and as Chief Executive officer from July 2011 until May 7, 2015. He previously served as a director of GMR Sub Corp. from May 2001 until December 2008. He served as the President and Chief Operating Officer of GMR Sub Corp. from May 2001 until December 2002. Following our internal reorganization, which took effect in December 2002, through December 2008, he served as the Chief Executive Officer of our tanker operating subsidiary, GMM. From its inception in 1997 to January 2000, Mr. Tavlarios served as Executive Vice President of GMR Sub Corp. or its predecessors. From 1995 to 1997, he was affiliated with MEM, a ship-owning and investment company, where he served as Director of Marine Operations. From 1992 to 1995, Mr. Tavlarios was President and founder of Halcyon Trading Company, a consulting firm specializing in international business development with a particular emphasis on the international oil industry. From 1984 to 1992, he was employed by Mobil Oil Corporation, spending most of his tenure in the Marine Operations and the Marketing and Refining divisions. Prior to 1984, Mr. Tavlarios

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was involved in his family's shipping business, assisting in marine operations. Mr. Tavlarios is a member of the American Bureau of Shipping, the DNV GL North American Committee, the Skuld board of directors and the Board of Trustees of the Seaman's Church Institute. Mr. Tavlarios is also a director of Aegean Marine Petroleum Network, Inc., a company listed on the NYSE. As a result of these and other professional experiences, Mr. Tavlarios possesses knowledge and experience regarding our history and operations, the shipping and international oil industry, that strengthen the Board's collective qualifications, skills and experience.

Leonard J. Vrondissis —Leonard J. Vrondissis has served as our Chief Financial Officer since February 2013 and as our Executive Vice President since May 2012. Mr. Vrondissis served as our Secretary and Treasurer from May 2012 to February 2013. Prior to that, Mr. Vrondissis served as our Vice President—Finance from January 2007 to May 2012, including prior to and during our Chapter 11 cases. Mr. Vrondissis joined our Finance Department in 2001. Mr. Vrondissis is also Treasurer of MEM, an entity controlled by Peter C. Georgiopoulos. MEM is the manager of Maritime Equity Partners, or "MEP." Mr. Vrondissis provides services to MEP and certain of its affiliates as a consultant on behalf of MEM.

Milton H. Gonzales, Jr. —Milton H. Gonzales, Jr. has served as Manager and Technical Director of GMM since February 2009 and as Maritime Compliance Officer of GMM since April 2009, including prior to and during our Chapter 11 cases. Prior to that, he served as Senior Vice President—Technical Operations of GMM from August 2005 through February 2009, and as Vice President—Technical Operations from 2004 to 2005. From 2000 to 2004, Mr. Gonzales was Vice President—Marine and Technical Operations of Cunard Line Limited Cruise Company. Prior to that, Mr. Gonzales worked at Sea-Land Service for 14 years. Mr. Gonzales is a member of the American Bureau of Shipping, Lloyd's Register North American Advisory Committee and the Marshall Islands' Registry Quality Council.

Sean Bradley —Sean Bradley has served as Manager and Commercial Director of GMM since May 2012. Prior to that, he served as the Head of Business Development of GMM from February 2009 through May 2012, including prior to and during our Chapter 11 cases. From January 2008 to October 2008, Mr. Bradley was Director, Chartering & Freight Trading, Europe, of Teekay Shipping based in London. Prior to that, Mr. Bradley served as the Global Chartering Manager at Eiger Shipping SA, Geneva, a subsidiary of Lukoil International Trading and Supply Company. Mr. Bradley originally joined Lukoil International Trading and Supply Company as a member of its product trading team at Lukoil Pan-Americas LLC in 2003.

Ethan Auerbach —Ethan Auerbach has served as one of our directors since February 2013. Mr. Auerbach is a Portfolio Manager and a Partner at BlueMountain focused on investments across a variety of industries primarily in the US. Prior to joining BlueMountain in 2008, Mr. Auerbach was an investment analyst at Marathon Asset Management. Before Marathon, Mr. Auerbach was in the New Products Group at Goldman Sachs where he focused on capital markets. Mr. Auerbach began his career at UBS where he worked on the mortgage derivatives trading desk. Mr. Auerbach graduated from Cornell University where he earned a Bachelor's Degree in Computer Science and Economics. As a result of these and other professional experiences, Mr. Auerbach possesses knowledge and experience regarding banking, finance and the capital markets, that strengthen the Board's collective qualifications, skills and experience.

Nicolas Busch —Nicolas Busch has served as one of our directors since the consummation of the 2015 merger on May 7, 2015, and is expected to serve as a consultant to our Board of Directors and a voting member of our Strategic Management Committee. Mr. Busch began his career at Glencore in 2000, where he headed the freight derivatives desk. In 2003, he left Glencore and co-founded FR8, a tanker freight trading company. Following the sale of his majority stake in FR8 in 2007, Mr. Busch co-founded Navig8 Group, where he is currently a director. Mr. Busch was a director of Navig8 prior to the consummation of the 2015 merger on May 7, 2015 and is currently a director of Navig8 Chemical Tankers, Inc. and Navig8 Product Tankers, Inc. As a result of these and other professional

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experiences, Mr. Busch possesses knowledge and experience regarding our history and operations, the shipping and international oil industry, that strengthen the Board's collective qualifications, skills and experience.

Dan Ilany —Dan Ilany has served as one of our directors since the consummation of the 2015 merger on May 7, 2015 and previously served as a director of Navig8 Crude prior to consummation of the 2015 merger. Mr. Ilany is a Senior Vice President at Avenue Capital Group, or Avenue, responsible for identifying, analyzing and modeling investment opportunities for Avenue's U.S. strategy, with a focus on auto and auto suppliers, the industrial industry, defense, shipping, trucking and consumer products investments. Prior to joining Avenue in 2008, Mr. Ilany was a Senior Managing Director at Bear, Stearns & Co. While at Bear Stearns, he was a fixed income research analyst with responsibility for the automotive industry in the high yield group, and the manufacturing, aerospace/defense, and technology industries in the high grade group. He was a director of Navig8 Crude prior to the consummation of the 2015 merger on May 7, 2015 and since July 2014 has served as a director of Navig8 Product Tankers, Inc. Mr. Ilany received a B.A. in Economics and Political Science from McGill University and an M.B.A. in Finance from the NYU Stern School of Business. As a result of these and other professional experiences, Mr. Ilany possesses knowledge and experience regarding the shipping industry, finance and capital markets, that strengthen the Board's collective qualifications, skills and experience.

Adam Pierce —Adam Pierce has served as one of our directors since May 17, 2012. Mr. Pierce is a Managing Director with Oaktree Capital Management, L.P. in Los Angeles where he leads the Global Principal Group's Natural Resources investment efforts. Prior to joining Oaktree in 2003, Mr. Pierce served as a Financial Analyst in the Investment Bank at JP Morgan Chase & Co., gaining experience on a range of advisory and financing assignments. Prior thereto, he worked for Goldman, Sachs & Co. Mr. Pierce received a B.A. degree in Economics with a focus on Business Administration from Vanderbilt University. Mr. Pierce has served on the boards of numerous companies and currently serves as a Director of Caerus Oil and Gas, DNA Diagnostics, General Maritime, Maritime Equity Partners, and Floatel International. As a result of these and other professional experiences, Mr. Pierce possesses knowledge and experience regarding the banking, finance and capital markets, that strengthen the Board's collective qualifications, skills and experience.

Roger Schmitz —Roger Schmitz has served as one of our directors since the consummation of the 2015 merger on May 7, 2015 and previously served as a director of Navig8 Crude until the consummation of the 2015 merger. Mr. Schmitz is a Managing Principal with Monarch Alternative Capital LP, or Monarch, where he is responsible for analyzing investments and potential investments in a wide variety of corporate and sovereign situations both domestically and internationally, including the shipping industry. Prior to joining Monarch in 2006, Mr. Schmitz was an analyst in the Financial Sponsors Group at Credit Suisse, where he focused on leverage finance. He received an A.B., cum laude, in Economics from Bowdoin College. Mr. Schmitz currently serves as a director of Navig8 Product Tankers Inc. and Star Bulk Carriers Corp. and served as a director of Navig8 prior to the consummation of the 2015 merger on May 7, 2015. As a result of these and other professional experiences, Mr. Schmitz possesses knowledge and experience regarding the banking, and general business and finance, that strengthen the Board's collective qualifications, skills and experience.

Steven D. Smith —Steven D. Smith has served as one of our directors since January 2014. Mr. Smith is the Managing Partner of Aurora Resurgence, or Resurgence. Prior to joining Resurgence, Mr. Smith held a variety of leadership positions at UBS Investment Bank, including Global Head of Restructuring, Global Head of Leverage Finance and Americas Head of Financial Sponsors. He also served on the Americas Executive Committee and Global Management Committee. Before joining UBS in 2001, Mr. Smith was a Managing Director at Credit Suisse and DLJ, where he was a member of the restructuring and leveraged finance groups. Mr. Smith began his career in leveraged finance and restructuring as an associate at Latham & Watkins, LLP. Mr. Smith received a BA in English and American Literature from the University of California, San Diego and a JD/MBA from UCLA. He

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served as a judicial clerk on the Ninth Circuit Court of Appeals following his graduation from UCLA. He is currently a member of the American Bankruptcy Institute and the Turnaround Management Association. As a result of these and other professional experiences, Mr. Smith possesses knowledge and experience regarding the banking, finance and capital markets, that strengthen the Board's collective qualifications, skills and experience.

Gary Brocklesby —Gary Brocklesby is expected to serve as a consultant to our Board of Directors and as Chairman of, and a voting member of, our Strategic Management Committee. Mr. Brocklesby started his career in 1993 at Marc Rich trading company and in 1996 became head of Glencore's worldwide shipping department (previously Marc Rich). He oversaw a time charter fleet expansion from four vessels to 85 vessels (of over 3m dwt) by 2003, as ST Shipping became one of the world's largest product tonnage operators. During this period, he was involved in JV purchases of 10 new-build product tankers. In 2003, he left Glencore and, together with Nicolas Busch, co-founded FR8, a tanker freight trading company. Following the sale of their majority stake in FR8 in 2007, Mr. Brocklesby co-founded the Navig8 Group, where he is currently a director. He is based in the UK and is responsible for all of Navig8 Group's global operations, including commercial, financial and technical ship management activities.

Board Designation Rights

Pursuant to the 2015 shareholders agreement, among other things, each of Aurora, Avenue, BlueMountain, Monarch and Oaktree have the right to designate a member of the Board of Directors. Messers. Smith, Ilany, Auerbach, Schmitz, Pierce and were so designated by Aurora, Avenue, BlueMountain, Monarch and Oaktree, respectively. Each shareholder party to the 2015 shareholders agreement is obligated to vote its shares so that the Board shall at all times include these designees as well as Peter C. Georgiopoulos and Nicolas Busch so long as they serve as Chief Executive Officer of, and consultant to, the Company, respectively. Additionally, pursuant to the 2015 shareholders agreement, each director of the Company immediately prior to the consummation of this offering shall be offered the opportunity to continue to serve as a member of our Board, provided, in the case of a director designated by Aurora, Avenue, BlueMountain, Monarch and Oaktree, such directors' designating shareholder will own five percent of our common shares upon consummation of this offering and such director is independent.

Involvement in Certain Legal Proceedings

Mr. Georgiopoulos served as an executive officer and director of Genco, when on April 21, 2014, Genco and all of its subsidiaries other than Baltic Trading Limited and its subsidiaries filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. Except as set forth above with respect to the Chapter 11 cases, no director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past ten years.

Director Independence

Based on information requested from and provided by each director concerning his or her background, employment and affiliations, our Board has determined that each of , each of whom currently serve as a member of the Board, have no material relationships that would interfere with the exercise of independent judgment and is "independent" as defined in the NYSE listing rules. Additionally, based on information requested from and provided by each director and director nominee, that each of , each of whom has agreed to become a member of our Board upon completion of this offering has no material relationships that would interfere with the exercise of independent judgment and is "independent" as defined in the NYSE listing rules. The NYSE transition rules provide for phase-in compliance for companies listing in connection with their initial public offerings. We do not expect to utilize these transition rules and expect the majority of our Board to be independent upon consummation of this offering.

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Under the corporate governance rules of the NYSE, a director will not be considered independent unless the Board affirmatively determines that the director has no material relationship with us. In making a determination of director independence, the Board broadly considers all facts and circumstances the board deems relevant from the standpoint of the director and from that of persons or organizations with which the director has an affiliation and, pursuant to the NYSE definition of "independence," makes a determination whether the director has any material relationship that would interfere with the exercise of independent judgment. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships among others.

Upon consummation of this offering the committees of the Board will consist of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The SEC rules and NYSE listing rules require that at least one member of our Audit committee be independent as of the NYSE listing date and that at least one member of each of our Compensation and Nominating and Corporate Governance committees be independent as of the earlier of consummation of this offering or five business days from the NYSE listing date. Additionally, each of our Audit, Compensation and Nominating and Corporate Governance committees must be comprised of a majority of independent directors within 90 days of our listing and solely of independent directors within one year of our listing. We intend to comply with these transition rules.

Committees of the Board

Audit Committee. The members of the Audit Committee upon the consummation of this offering will be , each of whom are financially literate and of whom qualify as independent under the listing requirements of the NYSE. is a financial expert as defined under Item 407(d)(5)(ii) of Regulation S-K and has the requisite financial sophistication as defined under the applicable rules and regulations of the NYSE. Please refer to 's biographical information above for his relevant experience. The current chair of the Audit Committee is and the chair of the Audit Committee upon consummation of this offering will be .

Under the rules of the SEC and NYSE, members of the Audit Committee must also meet independence standards under Rule 10A-3 of the Exchange Act, subject to the transition rules described above. Through its written charter, effective as of the consummation of this offering, the Audit Committee will be delegated the responsibility of reviewing with the independent auditors the plans and results of the audit engagement, reviewing the adequacy, scope and results of the internal accounting controls and procedures, reviewing the degree of independence of the auditors, reviewing the auditor's fees and recommending the engagement of the auditors to the full Board.

Compensation Committee. The members of the Compensation Committee prior to the consummation of this offering are expected to be Dan Ilany, Adam Pierce, Roger Schmitz and Steven D. Smith. The members of the Compensation Committee upon the consummation of this offering will be . Upon consummation of this offering, Dan Ilany and Roger Schmitz are expected to be "non-employee directors" as defined in Rule 16b-3 promulgated under the Exchange Act and "outside directors" as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, or the "Code."

Through its written charter, effective upon consummation of this offering, the Compensation Committee will administer our stock incentive plans and other corporate benefits programs. The Compensation Committee will also consider from time to time matters of compensation philosophy and competitive status, and reviews, approves, or recommends executive officer bonuses and director and executive officer equity grants and other compensation.

Nominating Committee. The members of the Nominating and Corporate Governance Committee, or the "Nominating Committee," upon the consummation of this offering will be . Through its written charter, effective as of the consummation of this offering, the Nominating

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Committee will assist the Board in identifying qualified individuals to become Board members, in determining the composition of the Board and its committees, in monitoring a process to assess Board effectiveness and in developing and implementing our Corporate Governance Guidelines. The Nominating Committee will be tasked with leading the search for individuals qualified to become members of the Board and selecting director nominees to be presented for shareholder approval at the annual meeting. The Nominating Committee will have the authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the Nominating Committee may deem appropriate in its sole discretion. The Nominating Committee will seek individuals as director nominees who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who will be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the shareholders. The Nominating Committee will consider shareholder recommendations of director candidates on the same basis, which should be sent to the attention of the corporate secretary at our headquarters. The Nominating Committee will consider many factors when determining the eligibility of candidates for nomination to the Board. The Nominating Committee will not have a diversity policy upon consummation of this offering; however, in the event of a vacancy, the Nominating Committee's goal is to nominate candidates from a broad range of experiences and backgrounds who can contribute to the board's overall effectiveness in meeting its mission.

Compensation Committee Interlocks and Insider Participation. We did not have a Compensation Committee during the year ended December 31, 2014. No officers, former officers or employees of the Company participated in deliberations of the Board regarding the executive officers' compensation during the year ended December 31, 2014. John Tavlarios is a member of our Board and an executive officer of the Company and is also a member of the board of directors of Aegean. Peter Georgiopoulos is Chairman of the board of directors of, and a member of the board of, Aegean. Except as otherwise disclosed in this paragraph, during the year ended December 31, 2014, none of our executive officers served as a member of the board of directors or compensation committee of any entity that had one or more other executive officers serving on our board of directors or compensation committee.

Code of Business Conduct and Ethics. All of our directors, officers, employees and agents must act ethically at all times and in accordance with the policies set forth in our Code of Ethics. Under our Code of Ethics, the Board will only grant waivers for a director or an executive officer in limited circumstances and where circumstances would support a waiver. Such waivers may only be made by the Audit Committee.

Upon consummation of this offering, our Code of Ethics will be available on our website at www.gener8maritime.com and will be available in print to any shareholder upon request. We intend to provide any disclosures regarding the amendment or waiver of our Code of Ethics on our website.

Director Compensation. During the year ended December 31, 2014, we did not pay any compensation to our directors for their service as directors nor did we accrue any obligations with respect to performance incentives or retirement benefits for such service. Mr. Georgiopoulos, who is a director and executive officer of the Company, and Mr. Tavlarios, who is an executive officer and former director of the Company, received certain compensation in their respective roles as an executive officer. See " Executive Compensation—Fiscal 2013 and 2014 Summary Compensation Table " below.

We intend to determine director compensation arrangements for non-employee directors following the consummation of this offering.

Directors who are also members of management have not received and will not receive any additional pay for serving as directors.

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EXECUTIVE COMPENSATION

Fiscal 2013 and 2014 Summary Compensation Table

The following table presents information regarding the compensation awarded to, earned by, or paid in the fiscal years ending December 31, 2014 and 2013 to Peter C. Georgiopoulos, John P. Tavlarios and Leonard J. Vrondissis. These officers are referred to as our named executive officers. As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to "smaller reporting companies" as such term is defined in the rules promulgated under the Securities Act. This table also discloses information regarding the compensation awarded to, earned by, or paid in the fiscal years ending December 31, 2014 and 2013 to Milton H. Gonzales Jr. and Sean Bradley.

Name and Principal Position (a)		Salary ($) (c)		Bonus ($) (d)(2)		Options Awards ($) (e)		All Other Compensation ($) (f)		Total ($) (g)

Peter C. Georgiopoulos(1)	2013		—		—	$	0		—		—
Chairman and Chief Executive Officer	2014		—	$	1,000,000	$	0	$	15,438	$	1,015,438
John P. Tavlarios,(1)	2013	$	550,000	$	400,000	$	0	$	36,183	$	986,183
Chief Operating Officer	2014	$	550,000	$	350,000	$	0	$	49,386	$	949,386
Leonard J. Vrondissis,
Chief Financial Officer and Executive	2013	$	200,000	$	300,000	$	0	$	15,300	$	515,300
Vice President	2014	$	300,000	$	450,000	$	0	$	24,408	$	774,408
Milton H. Gonzales, Jr.,	2013	$	275,000	$	175,000	$	0	$	15,300	$	465,300
Manager and Technical Director (GMM)	2014	$	275,000	$	250,000	$	0	$	29,400	$	554,400
Sean Bradley	2013	$	220,000	$	220,000	$	0	$	15,300	$	455,300
Manager and Commercial Director (GMM)	2014	$	275,000	$	250,000	$	0	$	31,038	$	556,038

(1): The above table lists the current titles of Messrs. Georgiopoulos and Tavlarios which they assumed on May 7, 2015, upon consummation of the 2015 merger. During fiscal years 2013 and 2014, Mr. Tavlarios served as President and Chief Executive Officer and Mr. Georgiopoulos served as Chairman.
(2): We award a significant portion of annual compensation to its named executives in the form of cash bonuses, which are used to reward executives who contribute to our performance, including key financial measures, strategic objectives such as acquisitions, dispositions or joint ventures and our ability to acquire and dispose of vessels on favorable terms. Cash bonuses are generally made at the end of the fiscal year. The Board considers these awards for approval.

Employment Agreements

Pursuant to its Chapter 11 plan and emergence from bankruptcy, we entered into employment agreements dated May 17, 2012 with each of John P. Tavlarios, originally as President and Chief Executive Officer, and Leonard J. Vrondissis, originally as Executive Vice President, Treasurer and Secretary. Concurrently, our subsidiary, GMM, entered into an employment agreement with Milton H. Gonzales, Jr. with respect to his role as Manager and Technical Director of GMM. We refer to these employment agreements collectively as the 2012 employment agreements. As described below, we intend to amend certain of the 2012 employment agreements in connection with the consummation of the 2015 merger and this offering. We expect that these amendments will be effective upon the consummation of this offering.

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Each 2012 employment agreement became effective on the effective date and:

•: is for a term of eighteen months, with provisions for automatic renewals for additional terms of one year each, unless we or the executive terminates the agreement upon at least ninety days' prior notice;
•: Mr. Tavlarios is entitled to a base salary of not less than $550,000 per annum, Mr. Vrondissis is entitled to a base salary of not less than $200,000 per annum, and Mr. Gonzales is entitled to a base salary of not less than $275,000 per annum; in addition, each executive is entitled to annual discretionary cash bonuses based upon actual performance as determined by the Board or any committee thereof, with Mr. Tavlarios having a target bonus of 100% of his base salary, Mr. Vrondissis having a target bonus of 50% of his base salary, and Mr. Gonzalez having a target bonus of 75% of his base salary; and
•: if any of the executives is terminated without cause or resigns for good reason, or we do not extend the term of his employment pursuant to the employment agreement other than for cause, then such executive will be entitled to specific payments and benefits, including the continuation of his base salary at the time of such termination or non-extension for a variable amount of time specific to the particular executive (18 months for Mr. Tavlarios, unless the termination of his employment is in connection with a change in control of the Company, in which case, twenty-four months; six months for Mr. Vrondissis; and twelve months for Mr. Gonzales). Each executive is also entitled to specific payments and benefits in the event of other terminations of employment, consisting of salary, bonus and benefits that had accrued as of the date of termination, except that in the event of a termination for cause, the executive would not receive any accrued bonus. For the purposes of Mr. Tavlarios' employment agreement, a change of control would occur if, among other things, certain investment entities of Oaktree (OCM Marine Holdings TP, L.P. and OCM Marine Investments CTB, Ltd.) no longer own an aggregate of at least 20% of the voting power represented by our outstanding equity securities. The consummation of the 2015 merger constituted a change of control under Mr. Tavlarios' employment agreement.

In February 2013, in connection with the departure of our previous Chief Financial Officer, Mr. Vrondissis assumed the role of Chief Financial Officer and resigned from the positions of Treasurer and Secretary.

In connection with the consummation of the 2015 merger and this offering, we intend to amend the 2012 employment agreement with Mr. Tavlarios to reflect the change in his position as Chief Operating Officer (which change shall not constitute termination for good reason) and provide that the 2015 merger shall not constitute a change of control.

We also intend to amend the 2012 employment agreement with Mr. Vrondissis to reflect the change in his position as Chief Financial Officer, increase his base salary to $425,000 per annum, increase his target bonus to 100% of his base salary, and extend his entitlement to benefits upon a termination by us without cause, by Mr. Vrondissis for good reason or as a result of our non-extension of the agreement from six months to twelve months. We expect the amendment to provide that, in the event a payment to Mr. Vrondissis under the agreement or otherwise following any termination by us without cause, by Mr. Vrondissis for good reason or as a result of our non-extension of the agreement in each case occurring after a change of ownership and prior to the vesting date of the last increment of his NEO RSUs causes him to owe excise tax under Section 280G of the Internal Revenue Code, we will fund the amount of this tax on a fully "grossed-up" basis up to a maximum amount of $ .

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Expected Peter Georgiopoulos Employment Agreement

We expect to enter into an employment agreement with Peter C. Georgiopoulos on substantially the terms described below.

Our agreement with Peter C. Georgiopoulos is expected to be for a term of two years and provide for automatic renewal for additional one year terms, unless he or we terminate the agreement on 90 days' notice prior to the expiration of the then-current term. Pursuant to the agreement, Mr. Georgiopoulos is expected serve as our Chairman of the Board and Chief Executive Officer and be entitled to a base salary of not less than $750,000 per annum. Mr. Georgiopoulos' agreement is expected to provide for an annual discretionary cash bonus, based on a target of 150% of his base salary and upon the attainment of pre-established annual performance goals established by the Board or any committee thereof after consultation with him. The agreement is also expected to provide that Mr. Georgiopoulos will receive a grant of restricted stock units, or "RSUs", on 1,081,379 shares of our common stock pursuant to our 2012 Equity Incentive Plan, as amended.

The agreement is expected to require Mr. Georgiopoulos to devote at least 50% of his business time to his duties with us, provided that he will not be prevented from continuing his involvement with certain other businesses with which he is currently involved, including Maritime Equity Management LLC, Genco, Baltic Trading, Aegean Marine Petroleum Network Inc. and Chemical Transportation Group Ltd. Mr. Georgiopoulos is expected to be required to direct to us any business opportunities involving the international maritime transportation of crude oil or refined products derived from crude oil (excluding bunkering operations). The agreement is expected to provide that Mr. Georgiopoulos will have no fiduciary, contractual or other obligation to direct to us any business opportunity not involving the international maritime transportation of crude oil or refined products derived from crude oil (excluding bunkering operations).

The agreement is expected to provide that upon termination of Mr. Georgiopoulos' employment (including termination by reason of non-renewal) by us without cause or by him for good reason, in each case as defined in the agreement, Mr. Georgiopoulos will be entitled to any unpaid salary and earned and unpaid bonus for the most recent performance period, plus certain accrued vacation and employee benefits, in each case through the date of termination, plus a payment (in 12 equal monthly installments following such termination) equal to two times base salary at the date of termination and two times target bonus for our last completed fiscal year. In these circumstances, Mr. Georgiopoulos is also expected to be entitled to continued participation in our group health plan for himself and his dependents for a period of 18 months.

We expect the agreement to provide that:

•: In the event of termination of Mr. Georgiopoulos' employment due to his death, we will pay him or his estate any unpaid salary and earned and unpaid bonus for the most recent performance period, plus certain accrued vacation and employee benefits, in each case through the date of termination, plus a pro rata bonus for the year of termination.
•: In the event of termination of Mr. Georgiopoulos' employment on account of disability, by him other than for good reason or as a result of his non-extension of the agreement, we will pay him any unpaid salary and earned and unpaid bonus for the most recent performance period, plus certain accrued vacation and employee benefits, in each case through the date of termination, along with any disability benefits for which he may qualify.
•: In the event Mr. Georgiopoulos' employment is terminated by us for cause, we will pay him any unpaid salary through the date of termination, plus certain accrued vacation and employee benefits.

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We expect the agreement to provide that, in the event a payment to Mr. Georgiopoulos under the agreement or otherwise following any termination by us without cause, by Mr. Georgiopoulos for good reason or as a result of our non-extension of the agreement in each case occurring after a change of ownership and prior to the vesting date of the last increment of his NEO RSUs causes him to owe excise tax under Section 280G of the Internal Revenue Code, we will fund the amount of this tax on a fully "grossed-up" basis up to a maximum amount of $ .

Under his agreement, we expect Mr. Georgiopoulos to agree to protect our confidential information and not to solicit our employees for other employment or our customers for 12 months after termination. He is also expected to agree not to engage in certain competitive activities involving the international maritime transportation of crude oil or refined products derived from crude oil (excluding bunkering operations) for 12 months after the termination of his employment with us. Certain amounts payable, and certain benefits and other rights of Mr. Georgiopoulos under the agreement are expected to be subject to his delivery and non-revocation of a general release in our favor. Mr. Georgiopoulos is expected to also be subject to certain confidentiality, noncompetition, nonsolicitation, noninterference, nondisparagment and certain other obligations under the agreement. The agreement is expected to provide that any severance being paid to Mr. Georgiopoulos pursuant to the agreement or otherwise will cease in the event of any material willful violation by him of such obligations.

Consulting Agreements

Pursuant to the terms of the Navig8 non-binding term sheet and subject to reaching mutually agreeable terms, we expect to enter into consulting agreements with Messrs. Busch and Brocklesby providing an annual fee of $750,000 per annum to each of them for a period of 3 years from closing of the 2015 Merger. We expect that Messrs. Busch and Brocklesby would also be eligible for future cash, equity or share-based remuneration awards under our 2012 Equity Incentive Plan subject to approval by the Board. The consulting agreements are expected to include, subject to definitive agreement by the applicable parties, non-competition and confidentiality provisions restricting Messrs. Busch and Brocklesby and their respective affiliates during the term of the applicable agreements and would be terminable on 3 months' written notice by us or by either party following a breach. There would be no restrictive covenants following termination.

2012 Equity Incentive Plan

Upon our emergence from bankruptcy, we adopted the General Maritime Corporation 2012 Equity Incentive Plan, or the "2012 Equity Incentive Plan." An aggregate of 1,145,541 common shares are available for award under the 2012 Equity Incentive Plan, which represented approximately 11% of the common shares outstanding as of its inception on the effective date a fully-diluted basis, 2% of our outstanding common stock as of June 7, 2015 on a fully-diluted basis and % of common shares expected to be outstanding upon consummation of this offering described in this prospectus. Common shares are available for award under the 2012 Equity Incentive Plan to employees, nonemployee directors and/or officers of the Company and its subsidiaries which we refer to collectively as "eligible individuals" when referencing the 2012 Equity Incentive Plan. Under the 2012 Equity Incentive Plan, a committee appointed by the Board from time to time (or, in the absence of such a committee, the Board), which we refer to as the "plan committee" when referencing the 2012 Equity Incentive Plan, may grant a variety of stock-based incentive awards, as the plan committee deems appropriate, to eligible individuals whom the plan committee believes are key to furthering our growth and profitability. The plan committee may award stock options, stock appreciation rights, restricted stock, restricted stock units, and other awards valued in whole or in part by reference to, or payable in or otherwise based on, common shares, cash payments and such other forms as the Committee in its discretion deems appropriate. The stock options vest in accordance with provisions of the applicable

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grant agreements, with accelerated vesting upon a change in control of the Company. For these purposes, a change of control would occur if, among other things, certain investment entities of Oaktree (OCM Marine Holdings TP, L.P. and OCM Marine Investments CTB, Ltd.) no longer own an aggregate of at least 20% of the voting power represented by our outstanding equity securities. The 2015 merger constituted a change of control under the 2012 Equity Incentive Plan. Accordingly, the options granted to Messrs. Tavlarios, Vrondissis and Gonzales fully vested upon the consummation of the 2015 merger. Pursuant to the outstanding grant agreements, if the option recipient's employment is terminated by us without cause or by the executive for good reason, then the portion of that executive's options that would have vested on the next anniversary of the grant date will vest. Upon termination of any executive's employment for any reason, we have the right to purchase the shares received by the executive upon exercise of his options at a price which will depend on the circumstances surrounding the termination; this right will terminate upon consummation of this offering.

The following table provides information concerning outstanding equity incentive plan awards for the named executives as of December 31, 2014. All awards reflected in this table were granted under the 2012 Equity Incentive Plan. We expect that these options will all be surrendered and cancelled in connection with the pricing of this offering and the grants of the RSUs described below.

Name and Principal Position (a)

Peter C. Georgiopoulos, Chairman and Chief Executive Officer(1)	0	0	N/A	N/A
John P. Tavlarios, Chief Operating Officer(1)	91,643	137,465	38.26	May 17, 2022
Leonard J. Vrondissis, Chief Financial Officer and Executive Vice President	22,910	34,367	38.26	May 17, 2022
Milton H. Gonzales, Jr., Manager and Technical Director (GMM)	22,910	34,367	38.26	May 17, 2022

(1): The above table lists the current titles of Messrs. Georgiopoulos and Tavlarios which they assumed on May 7, 2015, upon consummation of the 2015 merger. During fiscal years 2013 and 2014, Mr. Tavlarios served as President and Chief Executive Officer and Mr. Georgiopoulos served as Chairman

Column (c): Number of Securities Underlying Options (#) Unexercisable

John P. Tavlarios. Consists of the stock options granted on May 17, 2012 which had not yet vested as of December 31, 2014. These 137,465 unvested stock options were scheduled to vest in 3 equal installments on May 17, 2015, May 17, 2016 and May 17, 2017, subject to accelerated vesting under certain circumstances set forth in the 2012 Equity Incentive Plan and the relevant grant agreement. All of these stock options vested in 2015 as a result of the 2015 merger. See "2012 Equity Incentive Plan" above.

Leonard J. Vrondissis. Consists of the stock options granted on May 17, 2012 which had not yet vested as of December 31, 2014. These 34,367 unvested stock options were scheduled to vest in 3 equal installments on May 17, 2015, May 17, 2016 and May 17, 2017, subject to accelerated vesting under certain circumstances set forth in the 2012 Equity Incentive Plan and the relevant grant agreement. All

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of these stock options vested in 2015 as a result of the 2015 merger. See "2012 Equity Incentive Plan" above.

Milton H. Gonzales, Jr., Manager and Technical Director (GMM). Consists of the stock options granted on May 17, 2012 which had not yet vested as of December 31, 2014. These 34,367 unvested stock options were scheduled to vest in 3 equal installments on May 17, 2015, May 17, 2016 and May 17, 2017, subject to accelerated vesting under certain circumstances set forth in the 2012 Equity Incentive Plan and the relevant grant agreement. All of these stock options vested in 2015 as a result of the 2015 merger. See "2012 Equity Incentive Plan" above.

Amended and Restated Gener8 Maritime, Inc. 2012 Equity Incentive Plan

The Board, on or prior to the pricing of this offering, is expected to approve an amendment and restatement of the 2012 Equity Incentive Plan, which will be renamed the Gener8 Maritime, Inc. 2012 Equity Incentive Plan, as amended and restated, or the "Restated 2012 Plan." The Restated 2012 Plan is intended to further our growth and profitability by increasing incentives and encouraging stock ownership on the part of our employees and directors. The adoption of the Restated 2012 Plan will not be subject to approval of our shareholders.

The material features expected to be reflected in the Restated 2012 Plan are outlined below.

Awards Under the Plan

The Restated 2012 Plan will provide for the grant of (a) stock options, (b) stock appreciation rights, (c) restricted stock, (d) restricted stock units and (e) other stock-based awards. The term "award" refers to any of the preceding. Incentive stock options may not be granted under the Restated 2012 Plan.

Administration

The Restated 2012 Plan is administered by the Compensation Committee of the Board, or any other committee that the Board designates (the "Compensation Committee"). The full Board also can serve as the Compensation Committee for purposes of administering the Restated 2012 Plan. Subject to the terms of the Restated 2012 Plan, the Board or the Compensation Committee, as applicable, will determine recipients, the numbers and types of awards to be granted and the terms and conditions of the awards, including the period of their exercisability, vesting and exercise price.

Shares Available for Awards

Awards may be granted with respect to an aggregate of 3,899,420 shares of common stock, representing an increase in the number of shares from the 1,145,541 initially authorized under the 2012 Plan. These shares may be authorized but unissued shares, authorized and issued shares reacquired and held as treasury shares or a combination of the foregoing. In general, if awards under the Restated 2012 Plan are cancelled, expire or terminate unexercised for any reason or are settled for cash, the shares subject to such awards will be available again for the grant of awards under the Restated 2012 Plan.

The Restated 2012 Plan limits the awards that may be granted to nonemployee directors in any calendar year. A nonemployee director may be granted awards in any calendar year with respect to more than shares, or, if greater, awards having an aggregate value of $ , computed as of the grant date in accordance with applicable financial accounting rules. This limitation does not apply to awards that are payment of the director's annual retainer that would otherwise be paid in cash or to awards that are compensation for services provided as a consultant.

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Eligibility

The persons eligible to receive awards under the Restated 2012 Plan are employees and directors of and consultants to the Company and its subsidiaries (collectively, "key persons") as the Compensation Committee in its sole discretion shall select.

Award Agreements

Each award granted under the Restated 2012 Plan shall be evidenced by a written agreement (the "Award Agreement"), which shall contain such provisions as the Compensation Committee may, in its sole discretion, deem necessary or desirable.

Stock Options

The Compensation Committee may grant stock options to purchase shares of common stock to such key persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms as the Compensation Committee shall determine in its sole discretion, subject to the provisions of the Restated 2012 Plan. The term of each option may not exceed 10 years. No stock option may have an exercise price less than the par value of a share of common stock. Options will be exercisable at such time or times and subject to such terms and conditions as determined by the Compensation Committee at the time of grant and the exercisability of such options may be accelerated by the Compensation Committee in its sole discretion. Upon the exercise of an option, the participant must make payment of the full exercise price, either (i) by cash or the equivalent; or (ii) by other means permitted by the Compensation Committee, including by delivery of shares of common stock having a fair market value (determined as of the exercise date) equal to all or part of the option exercise price. The Compensation Committee may amend an outstanding option to lower the exercise price of the Option or cancel the Option and replace it with another Award, in each case consistent with Section 409A of the Code.

Stock Appreciation Rights

Stock appreciation rights typically will provide for payments to the recipient based upon increases in the price of our common stock over the exercise price of the stock appreciation right. A stock appreciation right may be settled with shares of common stock or cash, in the discretion of the Compensation Committee. The Compensation Committee may grant stock appreciation rights to such key persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Compensation Committee shall determine in its sole discretion, subject to the provisions of the Restated 2012 Plan. Stock appreciation rights may be granted in connection with all or any part of, or independently of, any option granted under the Restated 2012 Plan. A stock appreciation right granted in connection with a stock option may be granted at or after the time of grant of such option.

Restricted Stock

The Compensation Committee may grant restricted shares of common stock to such key persons, in such amounts, and subject to such vesting and forfeiture provisions and other terms and conditions as the Compensation Committee shall determine in its sole discretion, subject to the provisions of the Restated 2012 Plan. Restricted stock awards may be made independently of or in connection with any other award under the Restated 2012 Plan. The Compensation Committee may require that any stock certificates in respect of restricted shares be held by the Company until the shares vest. If the grantee terminates employment before restricted shares vest, then unless the Compensation Committee provides otherwise, the restricted shares shall be forfeited, together with any dividends received in respect of those shares.

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Restricted Stock Units

A restricted stock unit entitles the grantee to receive a share of common stock, or in the sole discretion of the Compensation Committee, the value of a share of common stock, on the date that the restricted stock unit vests. Vesting of restricted stock units may be based on continued employment with the Company and/or upon the achievement of specific performance goals. The Compensation Committee may, at the time that restricted stock units are granted, impose additional conditions to vesting. Unless the Compensation Committee determines otherwise, unvested restricted stock units are automatically and immediately forfeited upon a grantee's termination of employment for any reason. The grantee of a restricted stock unit will have the rights of a shareholder only as to shares for which a stock certificate has been issued pursuant to the award and not with respect to any other shares subject to the award. The Compensation Committee may provide that the grantee of a restricted stock unit receive dividends with respect to restricted stock units, which dividends may be subject to forfeiture if the underlying awards are forfeited unless the Compensation Committee determines otherwise.

Other Stock-Based Awards

Subject to the provisions of the Plan, the Compensation Committee may grant awards, other than those specifically described in the Restated 2012 Plan. These awards may be payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of common stock, including, but not limited to, shares awarded purely as a bonus and not subject to any restrictions or conditions, shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or a subsidiary, performance units, dividend equivalent units, stock equivalent units, and deferred stock units. Other stock-based awards may be granted either alone or in addition to or in tandem with other awards granted under the Plan.

Certain Corporate Changes

The Restated 2012 Plan provides that in the event of a change in the capitalization of the Company, a stock dividend or split, a merger or combination of shares and certain other similar events, there will be an adjustment in the number of shares of Common Stock available to be delivered under the Restated 2012 Plan, the maximum annual limit, the number of shares subject to awards, and the exercise prices of certain awards. The Restated 2012 Plan also provides for the adjustment or termination of awards upon the occurrence of certain corporate events.

In the event of a change in control of our company (as defined in the Restated 2012 Plan), all unvested awards will vest, unless the specific awards provides otherwise.

Plan Amendments

Our Board will have the authority to time suspend, discontinue, revise or amend the Restated 2012 Plan. However, in general, no amendment of the Restated 2012 Plan may materially impair any rights or materially increase any obligations under awards already granted to a participant unless agreed to by the affected grantee. We will obtain shareholder approval of any amendment to the Restated 2012 Plan if required by applicable law or stock exchange rules.

Plan Termination

The Restated 2012 Plan will terminate on May 17, 2022 with respect to the original 1,145,541 shares authorized for issuance and, with respect to the additional shares authorized by the amendment and restatement, will terminate on the tenth anniversary of the Board's adoption of the amendment and restatement.

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U.S. Federal Income Tax

Section 409A of the Code imposes certain restrictions on deferred compensation. If the Section 409A restrictions are not followed, a grantee could be subject to accelerated liability for tax on the non-complying award, as well as a 20% penalty tax. The Plan is intended to comply with the requirements of Code Section 409A.

Expected Restricted Stock Unit Awards

In connection with the pricing of this offering, we expect to grant members of management RSUs on 1,663,660 shares of our common stock pursuant to our 2012 Equity Incentive Plan, as amended, including RSUs on 1,081,379 shares of our common stock to Mr. Georgiopoulos, RSUs on 207,958 shares of our common stock to Mr.Vrondissis and RSUs on 133,093 shares of our common stock to Mr. Tavlarios. Messrs. Georgiopoulos, Tavlarios and Vrondissis are each named executive offices and we refer to them as "NEOs" and their RSUs as "NEO RSUs."

The NEO RSUs are expected to vest ratably in 20% increments on the grant date, December 1, 2015, December 1, 2016, December 1, 2017 and December 1, 2018, provided that, upon the consummation of an initial public offering, the next increment scheduled to vest will vest immediately. Assuming the consummation of this offering, the shares for the first two vesting increments are expected to be issued within two business days of December 3, 2015 and the shares for the remaining vesting increments are expected to be issued within two business days of the vesting dates for such increments. The NEO RSUs are expected to provide that, upon any termination of an NEO's employment by us without cause, by him for good reason, or as a result of the non-extension of his employment agreement by us, he will be entitled to 12 months of accelerated vesting (covering all increments scheduled to vest within 12 months of the date of such termination and a pro rata portion of the next increment). The NEO RSUs are also expected to vest in full in the event of any termination of an NEO's employment due to death or disability or following any termination by us without cause, by the NEO for good reason or as a result of our non-extension of his employment agreement in each case occurring after a change of control and prior to the vesting date of the last increment. Except with respect to the foregoing accelerated vesting, any unvested NEO RSUs are expected to be forfeited upon the termination of an NEO RSUs employment.

Prior to the vesting of any NEO RSUs, an NEO is expected to be entitled to receive payments from us of the equivalent of any dividends or other distributions declared and paid by us on our common stock with respect to the common stock for his vested and unvested NEO RSUs at the same time and in the same form (cash or non-cash) that such dividends or distributions are paid to shareholders on our common stock; provided that distributions on unvested NEO RSUs will be placed into escrow until such time as they become payable or are forfeited. However, if any such NEO RSUs do not vest, we expect that such will be required to repay to the Company any dividend or distribution equivalents that were previously paid to him on any non-vesting NEO RSUs unless the Board or the Compensation Committee determines otherwise.

Under their NEO RSUs, each of Messrs. Georgiopoulos, Tavlarios and Vrondissis is expected to be subject to the confidentiality, noncompetition, nonsolicitation, noninterference and nondisparagement restrictions set forth in their respective employment agreement. The NEO RSUs are expected to provide that in the event any of Messrs. Georgiopoulos, Tavlarios and Vrondissis materially violates any such restrictions and fails to cure such violation, the unvested portion of his outstanding NEO RSUs and 50% of any vested but unissued NEO RSUs from the second vesting increment, to the extent that such vesting increment is accelerated in connection with the consummation of an initial public offering, will be forfeited.

The NEO RSUs are expected to contain restrictions on transfers, pledges and attachment of the NEO RSUs. Messrs. Georgiopoulos, Tavlarios and Vrondissis will also each be expected to become a

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party to the 2015 shareholders agreement and the 2015 registration rights agreement as a condition to settlement of the NEO RSUs.

Savings Plan

In November 2001, our subsidiary, GMR Sub Corp., established a 401(k) plan which is available to full-time employees who meet the 401(k) plan's eligibility requirements. General Maritime Corporation (our former name) assumed the obligations of GMR Sub Corp. under the 401(k) plan in December 2008. This 401(k) plan is a defined contribution plan, which permits employees to make contributions up to 25 percent of their annual salaries with the Company matching up to the first six percent. The matching contribution vests immediately. During the years ended December 31, 2014 and 2013, our matching contribution to the 401(k) plan was $212,518 and $229,359, respectively.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information as of the date of this prospectus and the anticipated beneficial ownership percentages immediately following this offering by each person or group who is known by us to own beneficially more than 5% of the outstanding common shares, each of our named executive officers, each of our directors as of the completion of this offering and all of our executive officers and directors as a group. All of our shareholders, including the shareholders listed in this table, are entitled to one vote for each common share held. We have approximately 63 shareholders of record as of the date of this prospectus. The disclosure in this table and throughout this prospectus assumes, unless otherwise indicated by context, that 99% of Navig8 Crude's former shareholders, including Avenue, Bluemountain, BlackRock, Monarch and Navig8 Limited, received our shares as 2015 merger consideration.

Beneficial ownership is determined in accordance with SEC rules. In computing percentage ownership of each person, common shares subject to options held by that person that are currently exercisable or convertible, or exercisable or convertible within 60 days of the date of this prospectus, are deemed to be beneficially owned by that person. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Except as set forth below and except for voting commitments under the 2015 shareholders agreement (which voting commitments will terminate upon the consummation of this offering), the persons named in the table below have sole voting and investment power with respect to all common shares held by them.

The percentage of beneficial ownership upon consummation of this offering is based on common shares outstanding immediately after this offering, or assuming the underwriters' over-allotment option is exercised in full, which number is calculated after giving effect to the issuance and sale of common shares in this offering, or shares if the underwriter's over-allotment option is exercised in full.

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The table below does not reflect any common shares that our employees, directors, other persons associated with us or any beneficial owner listed below may purchase in this offering.

	Shares Beneficially Owned Prior to Offering(14)				Shares Beneficially Owned After Offering

Name and Address of Beneficial Owner	Number		Percentage		Number	Percentage
Certain funds managed by Oaktree(1)		12,629,572		19.4
BlueMountain Capital Management, LLC(2)		7,842,930		12.1
Certain funds managed by Avenue Capital Group(3)		7,212,814		11.1
Certain funds affiliated with Aurora(4)		6,264,594		9.6
BlackRock, Inc.(5)		5,311,967		8.2
Monarch Alternative Capital LP(6)		5,336,366		8.2
Navig8 Limited(7)		3,569,131		5.5
Executive Officers and Directors(8):
Peter C. Georgiopoulos		—
John P. Tavlarios(9)		229,108
Leonard J. Vrondissis(9)		57,277		*
Milton H. Gonzales, Jr.(9)		57,277		*
Sean Bradley		—
Ethan Auerbach(2)(10)		—
Nicolas Busch(11)		—
Dan Ilany(12)		—
Adam Pierce(13)		—
Roger Schmitz(14)		—
Steven D. Smith(4)		6,264,594		9.6
All Executive Officers and Directors as a group (eleven persons)		6,608,256		10.2

*: Represents beneficial ownership of less than 1% of our outstanding common shares.
(1): Represents 11,536,876 shares held directly by OCM Marine Holdings TP, L.P. ("OCM Marine") and 1,092,696 shares held directly by Opps Marine Holdings TP, L.P. The general partner of OCM Marine is OCM Marine GP CTB, Ltd. ("OCM Marine GP"). The sole director of OCM Marine GP is Oaktree Capital Management, L.P. ("OCM LP"). The general partner of Opps Marine Holdings TP, L.P. ("Opps Marine") is Oaktree Fund GP Ltd. ("Fund GP"). The sole director of Fund GP is OCM LP. Oaktree Holdings, Inc. ("OH") is the general partner of OCM LP. OH is controlled by Oaktree Capital Group, LLC ("OCG").

The majority shareholder of OCM Marine GP, Oaktree Principal Fund V, L.P. ("PFV"), has the power to remove and appoint the director(s) of OCM Marine GP. The general partner of PFV, Oaktree Principal Fund V GP, L.P. ("PFV GP"), has the ability to direct the management of PFV's business, including the power to appoint the investment manager for PFV. The general partner of PFV GP is Oaktree Principal Fund V GP Ltd. ("PFV GP GP"). PFV GP GP is controlled by its sole shareholder Oaktree Fund GP I, L.P. ("GP I"). The general partner of GP I is Oaktree Capital I, L.P. ("Capital I"). OCM Holdings I, LLC ("Holdings I") is the general partner of Capital I. Oaktree Holdings, LLC ("Holdings LLC") is the managing member of Holdings I. OCG is the managing member of Holdings LLC.

The duly appointed manager of OCG, exercise voting and dispositive power over the shares held by OH and Holdings LLC is Oaktree Capital Group Holdings GP, LLC ("OCGH GP"). OCGH GP is managed by an executive committee consisting of Howard Marks, Bruce Karsh, Jay Wintrob, John Frank, David Kirchheimer, Sheldon Stone, Larry Keele and Stephan Kaplan.

Each of the general partners, managers and members described above disclaims beneficial ownership of any shares owned of record by OCM Marine and Opps Marine, except to the extent

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of any pecuniary interest therein. The address for all of the entities and individuals identified above is c/o Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, California 90071.

(2): Represents 422,005 shares held by BlueMountain Kicking Horse Fund L.P.; 1,179,786 shares held by BlueMountain Credit Opportunities Master Fund I L.P.; 1,481,676 shares held by BlueMountain Montenvers Master Fund SCA SICAV-SIF; 3,069,447 shares held by BlueMountain Credit Alternatives Master Fund L.P.; 58,045 shares held by BlueMountain Distressed Master Fund L.P.; 101,020 shares held by BlueMountain Long/Short Credit Master Fund L.P.; 332,991 shares held by BlueMountain Guadalupe Peak Fund L.P.; 928,882 shares held by BlueMountain Timberline Ltd; 90,788 shares held of record by BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub-fund of AAI BlueMountain Fund PLC and 178,264 shares held by BlueMountain Strategic Credit Master Fund L.P. (collectively, the "BlueMountain Funds"). We have been advised that the members of the investment committee of BlueMountain Capital Management, LLC, the investment manager of the BlueMountain Funds, exercise voting and dispositive power over the shares held by the BlueMountain Funds. The members of such investment committee are Andrew Feldstein, Derek Smith, Ethan Auerbach, Peter Greatrex, Bryce Marcus, James Staley and David Zorub. Each of the aforementioned members of the investment committee disclaim beneficial ownership of the shares owned of record by the BlueMountain funds, except to the extant of any pecuniary interest therein. The address of BlueMountain Capital Management, LLC is 280 Park Avenue, 12th Floor, New York, NY 10017.
(3): Represents (i) 528,386 shares held by Avenue Investments, L.P.; (ii) 24,064 shares held by Avenue COPPERS Opportunities Fund, L.P.; (iii) 77,212 shares held by Avenue EnTrust Customized Portfolio SPC on behalf of and for the account of Avenue US/Europe Distressed Segregated Portfolio, (iv) 758,180 shares held by Avenue International Master, L.P.; (v) 76,212 shares held by Managed Accounts Master Fund Services—MAP 10; (vi) 523,696 shares held by Avenue PPF Opportunities Fund, L.P.; (vii) 2,822,575 shares held by Avenue Special Situations Fund VI (Master), L.P.; (viii) 113,105 shares held by Avenue Europe Opportunities Master Fund, L.P.; (ix) 146,195 shares held by Avenue-SLP European Opportunities Fund, L.P.; (x) 897,625 shares held by Avenue Europe Special Situations Fund II (Euro), L.P. and (xi) 1,245,564 shares held by Avenue Europe Special Situations Fund II (U.S.), L.P. Avenue Capital Management II, LP is the investment manager of each of Avenue Investments, L.P., Avenue COPPERS Opportunities Fund, L.P., Avenue EnTrust Customized Portfolio SPC, on behalf of and for the account of Avenue US/Europe Distressed Segregated Portfolio, Avenue International Master, L.P., Managed Accounts Master Fund Services—MAP 10, Avenue PPF Opportunities Fund, L.P. and Avenue Special Situations Fund VI (Master), L.P., and may be deemed to have voting and dispositive power over the shares owned by such entities. Avenue Europe International Management, L.P. is the investment manager of each of Avenue Europe Opportunities Master Fund, L.P., Avenue-SLP European Opportunities Fund, L.P., Avenue Europe Special Situations Fund II (Euro), L.P. and Avenue Europe Special Situations Fund II (U.S.), L.P., and may be deemed to have voting and dispositive power over the shares owned by such entities. Avenue Capital Group is comprised of four affiliated SEC registered investment advisers, including Avenue Capital Management II, L.P. and Avenue Europe International Management, L.P., which provide investment advisory services to the funds listed above. Avenue Capital Management II GenPar, LLC. ("ACM GenPar") is the general partner of Avenue Capital Management II, L.P. Marc Lasry and Sonia Gardner are the managing members of ACM GenPar. Avenue Europe International Management GenPar, LLC ("Avenue Europe GenPar") is the general partner of Avenue Europe International Management, L.P. Marc Lasry and Sonia Gardner are the managing members of Avenue Europe GenPar. Each of Avenue Capital Management II, L.P., Avenue Europe International Management, L.P., ACM GenPar, Avenue Europe GenPar, and Mr. Lasry may be deemed to have voting and investment power over the shares and be beneficial owners of the shares. Avenue Capital Management II, L.P., Avenue Europe International Management, L.P., ACM GenPar, Avenue Europe GenPar, and Mr. Lasry disclaim any beneficial ownership. The address of each of Avenue Capital Management II, L.P. and Avenue Europe International Management, L.P. is c/o Avenue Capital Group, 399 Park Avenue, 6th Floor, New York, NY 10022.

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(4): Consists of 4,054,054 shares held of record by ARF II Maritime Holdings LLC, 48,378 shares held of record by ARF II Maritime Equity Partners LP and 2,162,162 shares held of record by ARF II Maritime Equity Co-Investors LLC. Aurora Resurgence Capital Partners II LLC ("ARCAP II") is the general partner of Aurora Resurgence Fund II, L.P., which owns ARF II Maritime Holdings LLC. Aurora Resurgence Advisors II LLC ("ARA II") is the general partner of ARF II Maritime Equity Partners LP and is the non-member manager of ARF II Maritime Equity Co-Investors LLC. Gerald L. Parsky and Steven D. Smith, the managing members of each of ARA II and ARCAP II, jointly control both ARA II and ARCAP II and thus may be deemed to share beneficial ownership of the securities listed above. However, each of Gerald L. Parsky and Steven D. Smith disclaim beneficial ownership of any shares owned of record by ARF II Maritime Holdings LLC, ARF Maritime Equity Partners LP and ARF II Maritime Equity Co-Investors LLC, except to the extent of any pecuniary interest therein. The address of each of Aurora Resurgence Capital Partners II LLC, Aurora Resurgence Advisors II LLC, Gerald L. Parsky and Steven D. Smith is c/o Aurora Capital Group, 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.
(5): BlackRock, Inc. is the ultimate parent holding company of certain advisory subsidiaries that have the power to vote or dispose of the referenced securities. Of the 5,336,366 shares listed above, 4,104,897 are for the benefit of BlackRock Funds II, BlackRock High Yield Bond Portfolio, 965,338 are for the benefit of BlackRock Corporate High Yield Fund, Inc. and 266,132 are for the benefit of MET Investors Series Trust—BlackRock High Yield Portfolio (collectively, the "BlackRock Funds"). On behalf of BlackRock Financial Management, Inc., the Investment Adviser and/or Sub-Adviser (as applicable) of the BlackRock Funds, James Keenan, as a Managing Director of BlackRock Financial Management, Inc., has voting and investment power over the shares held by the BlackRock Funds. The address of the BlackRock Funds, BlackRock Financial Management, Inc. and James Keenan is c/o BlackRock Financial Management, Inc., 55 East 52nd Street, New York, NY 10055.
(6): Consists of: (i) 2,071,267 shares held by Monarch Debt Recovery Master Fund Ltd; (ii) 1,362,182 shares held by Monarch Opportunities Master Fund Ltd; (iii) 263,065 shares held by Monarch Alternative Solutions Master Fund Ltd; (iv) 61,384 shares held by Monarch Capital Master Partners II LP; (v) 1,118,840 shares held by MCP Holdings Master LP; and (vi) 435,196 shares held by P Monarch Recovery Ltd. Monarch Alternative Capital LP ("MAC") serves as advisor to these entities with respect to shares directly owned by such entities. MDRA GP LP ("MDRA GP") is the general partner of MAC and Monarch GP LLC ("Monarch GP") is the general partner of MDRA GP. By virtue of such relationships, MAC, MDRA GP and Monarch GP, and Michael Weinstock, Andrew Herenstein, Christopher Santana and Adam Sklar, the co-portfolio managers of MAC, may be collectively deemed to have voting and dispositive power over the shares owned by such entities. The address of Monarch Alternative Capital LP is 535 Madison Avenue, New York, NY 10022.
(7): Navig8 Limited holds 3,569,131 of our common shares and is also the holder of the 2015 warrants. The address of Navig8 Crude Tankers, Inc. is 2nd Floor, Kinnaird House, 1 Pall Mall East, London SW1Y 5AU, United Kingdom. Gary Brocklesby, Nicolas Busch, Per Juul Jensen, Jason Klopfer and Philip Stone, being the board of directors of Navig8 Limited, may be collectively deemed to have shared voting and dispositive power over the Gener8 Maritime, Inc. shares owned by Navig8 Limited.
(8): Unless otherwise indicated, the address for each Executive Officer and Director is c/o Gener8 Maritime, Inc., 299 Park Avenue, Second Floor, New York, New York 10171.
(9): Consists of shares issuable upon exercise of stock options which have vested or which will vest within 60 days of the date of this prospectus. See "Executive Compensation" for further information regarding these options.
(10): The address of Ethan Auerbach is c/o BlueMountain Capital Management, LLC, 280 Park Avenue, 12th Floor, New York, NY 10017.
(11): Navig8 Limited holds 3,569,131 of our common shares and is also the holder of the 2015 warrants. Nicolas Busch is a director and minority beneficial owner of Navig8 Limited. The address of

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Nicolas Busch is c/o Navig8 Crude Tankers, Inc., 2 ^nd Floor, Kinnaird House, 1 Pall Mall East, London SW1Y 5AU, United Kingdom.

(12): The address of Dan Ilany is c/o Avenue Capital Group, 399 Park Avenue, 6 ^th Floor, New York, NY 10022.
(13): The address of Adam Pierce is c/o Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, California 90071.
(14): The address of Roger Schmitz is 535 Madison Avenue, New York, NY 10022.
(15): Pursuant to the 2015 shareholders agreement, among other things, each of Aurora, Avenue, BlueMountain, Monarch and Oaktree have the right to designate members of the Board of Directors. Each shareholder party to the 2015 shareholders agreement is obligated to vote its shares so that the Board shall at all times include these designees as well as Peter C. Georgiopoulos and Nicolas Busch so long as they serve as Chief Executive Officer of, and consultant to, the Company, respectively. Additionally, pursuant to the 2015 shareholders agreement, each director of the Company immediately prior to the consummation of this offering shall be offered the opportunity to continue to serve as a member of our Board, provided, in the case of a director designated by Aurora, Avenue, BlueMountain, Monarch and Oaktree, such directors' designating shareholder will own five percent of our common shares upon consummation of this offering and such director is independent. As a result of the 2015 shareholders agreement, the shareholders party thereto may be deemed to have formed a "group" (as such term is defined in Section 13(d)(3) of the Exchange Act and Rule 13d-5 promulgated thereunder), which group may be deemed to have beneficial ownership of the shares beneficially owned by its members. Each beneficial holder of the outstanding shares reflected in the above table (other than the natural persons) is a party to the 2015 shareholders agreement. These voting obligations under the 2015 shareholders agreement will terminate upon consummation of this offering.

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RELATED PARTY TRANSACTIONS

Related Party Transactions for Fiscal Years 2014, 2013 and 2012

Oaktree Prepetition Credit Facility

On March 29, 2011, we entered into a credit agreement with Oaktree, which was amended and restated on May 6, 2011. Upon the closing of the loan under this credit agreement on May 6, 2011, we received $200.0 million and issued 23,091,811 detachable warrants for the purchase of 19.9% of our outstanding prepetition common stock at an exercise price of $0.01 per share. We refer to this agreement as the "Oaktree prepetition credit facility" and to the aforementioned warrants as the "Oaktree warrants."

The Oaktree prepetition credit facility bore interest at a rate per annum based on LIBOR (with a 3% minimum) plus a margin of 6% per annum if the payment of interest was to be in cash, or a margin of 9% if the payment of interest was to be in kind.

We reclassified the Oaktree prepetition credit facility, along with accumulated interest paid in kind, to liabilities subject to compromise on November 17, 2011, the date of filing of our Chapter 11 cases. During the period from January 1, 2012 to May 17, 2012, we did not record approximately $12.5 million of interest for the Oaktree prepetition credit facility, including amortization of debt discount, pursuant to accounting rules for companies in bankruptcy.

As described below, the Oaktree prepetition credit facility was cancelled pursuant to the Chapter 11 plan in exchange for the issuance of 4,750,271 common shares to Oaktree. Additionally, the Oaktree warrants were cancelled pursuant to the Chapter 11 plan.

Chapter 11 Reorganization

On November 16, 2011, we entered into a restructuring support agreement with Oaktree and certain of our prepetition senior lenders. We also entered into an equity purchase agreement with Oaktree, which provided that Oaktree would receive 100% of the equity in the reorganized Debtors subject to dilution on the terms set forth in the Chapter 11 plan in exchange for secured debt claims held by Oaktree in respect of the Oaktree prepetition credit facility and a new equity investment by Oaktree.

On November 17, 2011, which we refer to as the "petition date," we and substantially all of our subsidiaries (with the exception of those in Portugal, Russia and Singapore, as well as certain inactive subsidiaries), which we refer to collectively as the "debtors," filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York, which we refer to as the "Bankruptcy Court," under Case No. 11-15285 (MG), which we refer to as the "Chapter 11 cases." On January 31, 2012, the debtors filed a joint plan of reorganization with the Bankruptcy Court. We refer to the joint plan of reorganization as amended, modified and confirmed by the Bankruptcy Court as the "Chapter 11 plan." The Bankruptcy Court entered an order, which we refer to as the "confirmation order," confirming the Chapter 11 plan on May 7, 2012. The debtors served notice of the entry of the confirmation order on May 10, 2012 and May 11, 2012.

Oaktree served as the sponsor of the plan and pursuant to the Chapter 11 plan, Oaktree received 9,800,560 common shares.

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On the effective date, pursuant to the Chapter 11 plan, we entered into a Registration Agreement and a Shareholders' Agreement; Oaktree was a party to each of these agreements. On November 1, 2012, we entered into the First Amended and Restated Registration Agreement which amended the original Registration Agreement. We refer to these agreements as the "pre-merger shareholders agreement" and the "pre-merger registration agreement." The pre-merger registration agreement provides Oaktree with demand registration rights and provides piggyback registration rights to Oaktree and certain other shareholders. The pre-merger shareholders agreement, provides Oaktree with consent rights with respect to specified significant corporate actions as well as the right to designate the members of the Board of Directors of the Company. It also provides Oaktree with certain drag-along rights and provides certain shareholders with certain tag-along rights, preemptive rights and certain other rights set forth in the agreement. The pre-merger shareholders agreement was amended and restated on December 12, 2013, to provide for, among other things, the rights of Aurora, BlackRock, BlueMountain and Twin Haven to require Oaktree to appoint a member to the Board designated by such shareholder. See "—December 2013 Class B Financing " below for more information about this amendment. The pre-merger shareholders agreement was terminated and the pre-merger registration agreement was amended and restated in connection with the consummation of the 2015 merger on May 7, 2015. See " —2015 Merger Related Transactions—2015 Shareholders Agreement " and " —2015 Merger Related Transactions—2015 Registration Rights Agreement " below for more details.

Additionally, upon the effective date, we adopted Amended and Restated Articles of Incorporation which provided Oaktree with certain drag-along rights and provided other shareholders with certain tag-along rights with respect to a transfer by Oaktree of at least 85% of the Company's securities held by it.

Transactions Related to Our Interest in OCM Marine Holdings

On January 7, 2012, Peter C. Georgiopoulos assigned to us his interest in OCM Marine Holdings TP, L.P., or "OCM Marine Holdings," a limited partnership controlled and managed by Oaktree, which had been granted to him in connection with the transactions contemplated by the Oaktree prepetition credit facility. The assignment was consummated pursuant to an Assignment of Limited Partnership Interest and an amended and restated exempted limited partnership agreement of OCM Marine Holdings which we refer to as the "OCM Marine Holdings partnership agreement." As a result of the assignment, we received substantially the same rights as Mr. Georgiopoulos had under the OCM Marine Holdings partnership agreement. Under the OCM Marine Holdings partnership agreement, we were, following this assignment, entitled to an interest in distributions by OCM Marine Holdings, which in the aggregate would not exceed 4.9% of all distributions made by OCM Marine Holdings, provided that no distributions would be made to us until the other investors in OCM Marine Holdings had received distributions equal to the amount of their respective investments. We did not have any rights to participate in the management of OCM Marine Holdings, and we did not make, nor were we required to make, any investment in OCM Marine Holdings. As of January 7, 2012, OCM Marine Holdings and its subsidiaries held the entire loan made under Oaktree prepetition credit facility as well as all of the detachable warrants issued by us in connection therewith.

Pursuant to the Chapter 11 plan, on the effective date and in accordance with the Partnership Withdrawal Agreement between us and Oaktree, we rejected the Assignment of Limited Partnership Interest, dated as of January 7, 2012 described above, and withdrew as a party to the OCM Marine Holdings partnership agreement. As a result, our right to receive up to 4.9% of the distributions made by the limited partnership was terminated.

BlueMountain Common Stock Issuance

On December 21, 2012, pursuant to a Common Stock Subscription Agreement, dated as of November 1, 2012, which we refer to as the "BlueMountain subscription agreement," among the

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Company, Oaktree and BlueMountain, we issued 1,084,269 common shares in a private placement to BlueMountain for net proceeds of $28.9 million. We used the net proceeds of this private placement for working capital and general corporate purposes.

In connection with the transactions contemplated by the BlueMountain subscription agreement, we also entered into a Letter Agreement, dated as of November 1, 2012, with Oaktree and BlueMountain providing certain shareholder and corporate governance rights to BlueMountain, including preemptive rights for equity and debt issuances, the right to cause the Company to pursue an initial public offering, demand registration rights, the right to designate a member of the Board and consent rights with respect to certain significant corporate actions. We refer to this Letter Agreement as the "BlueMountain letter agreement." In connection with these transactions, BlueMountain entered into a joinder to our pre-merger shareholders agreement and pre-merger registration agreement.

In February 2013, the size of the Board was increased from five to six members and BlueMountain's designee was elected as the additional director. The BlueMountain letter agreement was terminated in connection with the amendment and restatement of the pre-merger shareholders agreement on December 12, 2013 described under " —December 2013 Class B Financing " and rights substantially similar to those provided to BlueMountain in this letter agreement were incorporated into the pre-merger shareholders agreement. The pre-merger shareholders agreement was terminated and the pre-merger registration agreement was amended and restated in connection with the consummation of the 2015 merger on May 7, 2015. See " —2015 Merger Related Transactions—2015 shareholders agreement " and " —2015 Merger Related Transactions—2015 Registration Rights Agreement " below for more details.

Oaktree Note

On April 11, 2013, we, GMR Sub Corp. and GMR Sub II Corp., each as a borrower, entered into a revolving promissory note, which we refer to as the "Oaktree note," in the principal amount of $9.3 million in favor of Oaktree. The Oaktree note, which was unsecured, was guaranteed by Arlington. The Oaktree note was to mature on April 11, 2014 and bore interest at a rate of 12% per annum.

We were required to comply with various affirmative and negative covenants under the Oaktree note that were substantially similar in all material respects to those in the senior secured credit facilities, excluding certain covenants in the senior secured credit facilities pertaining to collateral and the vessels securing those credit facilities. On June 11, 2013, we fully repaid the Oaktree note with the proceeds from the Wells Fargo credit facility, described below. Interest expense recognized relative to the Oaktree Note was approximately $0.2 million for the year ended December 31, 2013.

For more information on the Oaktree note, see Note 11 to the financial statements for the years ended December 31, 2014 and December 31, 2013 included elsewhere in this prospectus.

Wells Fargo Credit Facility

On June 11, 2013, we entered into a credit agreement with and delivered a promissory note to Wells Fargo Bank, National Association providing for a revolving line of credit in the principal amount of up to $9.3 million, which we refer to as the "Wells Fargo credit facility," for working capital and general corporate purposes. On June 11, 2013, we borrowed $9.3 million under the Wells Fargo credit facility and used the proceeds to repay in full the Oaktree note. The Wells Fargo credit facility, which was unsecured, was guaranteed severally (and not jointly), on a specified pro rata basis, by several Oaktree entities.

Pursuant to an agreement among various Oaktree entities and the Company dated June 11, 2013, we agreed to pay Oaktree an annual fee of $500,000 until the guarantees provided by Oaktree in favor of Wells Fargo Bank, National Association in connection with the Wells Fargo credit facility were

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terminated. On December 16, 2013, we fully repaid the Wells Fargo credit facility with the proceeds from the issuance of Class B Common Stock. Interest expense recognized relative to the Wells Fargo credit facility was approximately $0.1 million for the year ended December 31, 2013.

For more information on the Wells Fargo credit facility see " Description of our Indebtedness—Wells Fargo credit facility. "

Certain Other Oaktree Related Transactions

Pursuant to an Equity Purchase Agreement, dated as of December 15, 2011 and amended on March 26, 2012, which we refer to as the "Oaktree purchase agreement," between us and Oaktree, and an order of the Bankruptcy Court, which we refer to as the "Oaktree purchase agreement order," authorizing the debtors to enter into the Oaktree purchase agreement, we were required to reimburse Oaktree for certain advisory fees, including those owed to an investment bank, which we refer to as the "Oaktree financial advisor," incurred in connection with the Oaktree purchase agreement, the Chapter 11 cases and certain related matters.

On June 22, 2012, pursuant to a subscription agreement dated as of June 19, 2012, we issued 83,129 common shares to the Oaktree financial advisor, having an agreed-upon value of $36.84 per share, or $3.1 million in the aggregate, which payment was deemed to be a reimbursement by us of Oaktree, in accordance with the Oaktree purchase agreement and the Oaktree purchase agreement order, for certain fees (equal to $3.1 million) owed to the Oaktree financial advisor.

From August to December 2013, the rights to receive an aggregate amount of $20.4 million owed by us pursuant to bunker supply contracts with certain third-party vendors were assigned by such third-party vendors to Oaktree Principal Bunker Holdings Ltd., which is managed by Oaktree Capital Management, L.P. One current member of our Board is an employee of and/or associated with Oaktree Capital Management, L.P. and three members of our Board prior to the consummation of the 2015 merger were employees of and/or associated with Oaktree Capital Management, L.P. We refer to these assigned rights as the "assigned bunker receivables." The fees payable to Oaktree Principal Bunker Holdings Ltd. for this assignment amounted to $0.8 million for the three months ended March 31, 2015, $1.1 million for the three months ended March 31, 2014, $3.4 million for the year ended December 31, 2014 and $1.2 million for the year ended December 31, 2013, and these amounts are included in voyage expenses on consolidated statement of operations. As of March 31, 2015, December 31, 2014 and December 31, 2013, a balance due to Oaktree Principal Bunker Holdings Ltd. of $15.1 million, $14.3 million and $21.6 million, remains outstanding, and is included in accounts payable and accrued expenses on our consolidated balance sheets. In April 2015, the assigned bunker receivables were fully repaid.

On each of June 28, 2013 and July 3, 2013, we issued 5,000 shares on each date of Series A Preferred Stock to Oaktree in a private placement for $1,000 per share, resulting in aggregate net proceeds of $5.0 million on June 28, 2013 and $5.0 million on July 3, 2013. As described below under " December 2013 Class B Financing ," on December 12, 2013, all 10,146 shares of Series A Preferred Stock, together with the accumulated and unpaid dividends of $1.2 million, were converted into 611,468 shares of Class B Common Stock.

In July 2013, Oaktree Value Opportunities Fund, L.P. and OCM Starfish Debtco S.A.R.L., both affiliated with Oaktree Capital Management, L.P., purchased approximately $59.4 million of our long-term debt in the secondary market.

December 2013 Class B Financing

On December 11, 2013, we amended our Amended and Restated Articles of Incorporation to, among other things (i) authorize 30 million shares of a new class of Class B Common Stock, par value

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$0.01 per share, with a liquidation preference of $18.50 per share that ranked senior to our existing Common Stock as described below, (ii) authorize 50 million shares of a new class of Class A Common Stock, par value $0.01 per share, (iii) reclassified our existing Common Stock into Class A Common Stock as described below and (iv) authorize 5,000,000 of Preferred Stock, par value $0.01 per share. The shares of Class B Common Stock are convertible into and have rights with respect to voting and dividends that are substantially similar to the Class A Common Stock.

In the event we are liquidated or sold pursuant to a transaction approved by the Board or OCM Marine Holdings and OCM Marine Investments, which we refer to as a "GMR approved sale," or certain similar transactions described in the Second Amended and Restated Articles of Incorporation which we refer to collectively as a "GMR liquidation," the holders of the Class B Common Stock (unless the Class B Common Stock is converted into shares of the Class A Common Stock) will be entitled to a liquidation preference of $18.50 per share (plus the amount of any declared but unpaid dividends thereon) prior to any distributions to holders of Class A Common Stock, and, except as described in the following sentence, the holders of Class B Common Stock will not be entitled to any further distributions in respect of such shares. Notwithstanding the preceding sentence, for purposes of determining the amount each holder of Class B Common Stock is entitled to receive in the event of a GMR liquidation, each share of Class B Common Stock will be deemed to have converted to Class A Common Stock immediately prior to the GMR liquidation if such a conversion would result in the holders of shares of Class B Common Stock receiving a greater distribution than they would receive without converting.

Class B Common Stock is convertible to Class A Common Stock at our option in connection with an initial public offering. In the event we exercise this option, upon consummation of the initial public offering, each share of Class B Common Stock will be converted into a number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) $18.50 by (y) the lower of (A) the per share price at which our common stock is offered in the initial public offering and (B) $18.50.

Furthermore, each share of Class B Common Stock will convert into a share of Class A Common Stock on a one-for-one basis (i) at any time at the option of its holder, (ii) upon the election of the holders of 75% of the outstanding shares of Class B Common Stock other than those held by OCM Marine Holdings or OCM Marine Investments, (iii) upon the consummation of a GMR approved sale or (iv) in the event of a transfer of shares of Class B Common Stock by a holder of such shares pursuant to a public offering or through certain "tag-along" sales.

On December 12, 2013, we issued 10,702,702 shares of Class B Common Stock in a private placement for $18.50 per share, which we refer to as the "December 2013 Class B financing," resulting in aggregate gross proceeds to the Company of approximately $198.0 million. We refer to these shares as the "December 2013 Class B shares." The investors who purchased Class B Common Stock in the Class B financing included Oaktree, Aurora, Twin Haven, BlackRock and certain other accredited investors which we refer to collectively as the "December 2013 Class B investors."

In connection with the closing of the purchase and sale of the Class B shares, the Company, OCM Marine Holdings and each of the Class B investors entered into a joinder to the pre-merger registration agreement.

In connection with the private placement of the Class B shares, all of the outstanding shares of our Series A Preferred Stock were converted into Class B Common Stock at a price of $18.50 per share of Class B Common Stock based on the liquidation preference of, plus accrued and unpaid dividends on, the Series A Preferred Stock. As a result, on December 12, 2013, 10,146 shares of Series A Preferred Stock were converted into an aggregate of 611,468 shares of Class B Common Stock. We refer to this as the "Series A Preferred conversion." The Series A Preferred conversion was approved by Oaktree which held 10,000 of the shares of the Series A Preferred Stock.

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In connection with the December 2013 Class B financing, the pre-merger shareholders agreement, originally dated May 17, 2012 was amended and restated as of December 12, 2013 to provide for, among other things, (i) certain permitted transfers of equity securities of the Company held by the December 2013 Class B investors, (ii) additional pre-emptive rights of the December 2013 Class B investors, (iii) rights of the December 2013 Class B investors to acquire debt or equity securities of the Company, as applicable, in exchange for, or in addition to, their December 2013 Class B shares, in the event that we consummate a financing transaction during the six-month period following the closing of the purchase and sale of the December 2013 Class B financing, which results in net proceeds to the Company of at least $300.0 million to finance the acquisition by the Company or its subsidiaries of fifteen very large crude carriers, (iv) consent rights of the Class B investors with respect to specified related party transactions with Oaktree Capital Management, L.P. or its controlled affiliates and significant corporate actions, (v) rights of the Class B investors to designate members to the Board of the Company, (vi) rights of the Class B investors to cause the Company to consummate an initial public offering and (vii) demand registration rights of the Class B investors. In addition, the BlueMountain letter agreement described above was terminated and superseded by the pre-merger shareholders agreement which incorporated substantially all of the provisions of the BlueMountain letter agreement. The pre-merger shareholders agreement was terminated on May 7, 2015 upon the consummation of the 2015 merger.

March 2014 Class B Financing

On March 21, 2014, we issued 9,000,001 shares of Class B Common Stock in a private placement for $18.50 per share, which we refer to as the "March 2014 Class B financing", resulting in aggregate gross proceeds of approximately $166.5 million, pursuant to subscription agreements, which we refer to as the "March 2014 subscription agreements," entered individually with certain of our existing shareholders, including (i) Oaktree, in the amount of approximately $10 million, (ii) Aurora, in the amount of approximately $15.0 million, (iii) BlackRock, in the aggregate amount of approximately $67.5 million, (iv) BlueMountain, in the aggregate amount of approximately $50 million, (v) Twin Haven in the amount of approximately $15 million and (vi) certain other accredited investors.

One current member of our Board is an employee of or associated with Oaktree, one member of the Board is associated with or an employee of Aurora and one member of the Board is associated with or an employee of BlueMountain. Prior to the consummation of the 2015 merger, three members of the Board were associated with or employees of Oaktree, one member of the Board was associated with or an employee of Aurora, one member of the Board was associated with or an employee of BlackRock, one member of the Board was associated with or an employee of BlueMountain and one member of the Board was associated with or an employee of Twin Haven.

Pursuant to the terms of the March 2014 subscription agreements, we agreed to use all or substantially all of the net proceeds of the March 2014 Class B financing for purposes of satisfying our obligations in connection with the VLCC SPV stock purchase and the installment payments under the VLCC shipbuilding contracts described above. To the extent such net proceeds exceed the aggregate amount of such obligations, we are permitted to use the remaining net proceeds for general corporate purposes. On March 25, 2014, we used approximately $162.7 million of the proceeds of March 2014 private placement to fund the purchase price of the VLCC shipbuilding SPVs as described elsewhere in this prospectus.

BlueMountain Note and Guarantee Agreement

On March 28, 2014, we and our wholly-owned subsidiary VLCC Corp. entered into a Note and Guarantee Agreement, which we refer to as the "Note and Guarantee Agreement," with BlueMountain, whom we refer to as the "senior note purchasers". Pursuant to the Note and Guarantee Agreement, we issued senior unsecured notes due 2020 on May 13, 2014 in the aggregate principal

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amount of $131.6 million to the senior note purchasers for proceeds of $125,020,000 (before fees and expenses), after giving effect to the original issue discount provided for in the Note and Guarantee Agreement. We refer to these notes as the "senior notes."

Interest on the senior notes accrues at the rate of 11.0% per annum in the form of an automatic increase in the principal amount of each outstanding senior note. A noteholder may, at any time, request that all of the principal amount owing to such noteholder be evidenced by senior notes. If we at any time irrevocably elect to pay interest in cash for the remainder of the life of the senior notes, interest on the senior notes will thereafter accrue at the rate of 10.0% per annum. The senior notes, which are unsecured, are guaranteed by VLCC Corp. and its subsidiaries. The Note and Guarantee Agreement provides that all proceeds of the senior notes shall be used to pay transaction costs and expenses and the remaining consideration payable in connection with the VLCC shipbuilding contracts (see " Business—Vessel Acquisitions and Disposals " for more information on the VLCC shipbuilding contracts).

The Note and Guarantee agreement requires us to comply with a number of customary covenants, including covenants related to the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining properties and required insurances; compliance with laws (including environmental); compliance with ERISA; performance of obligations under the terms of each mortgage, indenture, security agreement and other debt instrument by which we are bound; payment of taxes; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests and other restricted payments; limitations on additional indebtedness; limitations on transactions with affiliates; and other customary covenants. Although only certain covenants in the senior secured credit facilities restrict VLCC Corp. and its subsidiaries, all the covenants in the Note and Guarantee Agreement do restrict VLCC Corp. and its subsidiaries. To the extent these covenants in the Note and Guarantee Agreement restrict us and our subsidiaries party to the senior secured credit facilities, the covenants (other than those covenants relating to limitations on additional indebtedness, limitations on liens and limitations on restricted payments described below under " Description of Indebtedness—Senior secured credit facilities" ) are not materially more restrictive than those contained in the senior secured credit facilities. The Note and Guarantee Agreement allows for the incurrence of additional indebtedness or refinancing of existing indebtedness upon the reduction of the loan to value ratio set forth therein to or below certain thresholds.

The Note and Guarantee Agreement includes customary events of default and remedies for facilities of this nature. If we do not comply with various covenants under the Note and Guarantee Agreement, the senior note purchasers may, subject to various customary cure rights, declare the unpaid principal amounts of the senior notes plus any accrued and unpaid interest and any make-whole amounts, as applicable, immediately due and payable.

Concurrent with the issuance of the senior notes, we entered into an amendment and consent, by and among the parties to the Note and Guarantee Agreement which included certain technical and conforming amendments to the Note and Guarantee Agreement, such as amendments with respect to the list of subsidiary guarantors and related revisions to certain definitions, representations and warranties and affirmative covenants.

As of March 31, 2015, the unamortized discount on the senior notes was $6.2 million, which continues to amortize as additional interest expense until March 28, 2020. Interest expense, including

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amortization of the discount, amounted to $3.9 million during the three months ended March 31, 2015 and $9.6 million during the year ended December 31, 2014.

June 2014 Class B Financing

On June 25, 2014, we issued 1,670,000 shares of Class B Common Stock in a private placement, which we refer to as the "June 2014 Class B financing" for $18.50 per share, resulting in aggregate gross proceeds to the Company of approximately $30.9 million, pursuant to subscription agreements entered individually with certain accredited investor investment entities of Aurora Resurgence Advisors II LLC. One member of the Board is associated with or an employee of affiliates of Aurora Resurgence Advisors II LLC.

2015 Merger Related Transactions

Agreement and Plan of Merger

On February 24, 2015, General Maritime Corporation (our former name), Gener8 Maritime Acquisition, Inc. (one of our wholly-owned subsidiaries), Navig8 Crude Tankers, Inc. and each of the equityholders' representatives named therein entered into an Agreement and Plan of Merger. We refer to Gener8 Maritime Acquisition, Inc. as "Gener8 Acquisition", to Navig8 Crude Tankers, Inc. as "Navig8 Crude" and to the Agreement and Plan of Merger as the "2015 merger agreement." Pursuant to the 2015 merger agreement, Gener8 Acquisition merged with and into Navig8 Crude, with Navig8 Crude continuing as the surviving corporation and our wholly-owned subsidiary and being renamed Gener8 Maritime Subsidiary Inc. or "Gener8 Subsidiary." Navig8 Crude's shareholders that are determined by us, based on certifications received by the Company from such shareholders following the closing of the 2015 merger, to be permitted to receive shares of our common stock pursuant to the Securities Act under the 2015 merger agreement are entitled to receive 0.8947 shares of our common stock for each common share of Navig8 Crude they owned immediately prior to the consummation of the transactions contemplated under the 2015 merger agreement. Navig8 Crude's shareholders that are not determined by us to be permitted to receive shares of our common stock pursuant to the Securities Act under the 2015 merger agreement (such as shareholders that are not "accredited investors") are entitled to receive cash in an amount equal to the number of shares of our common stock such shareholder would have received multiplied by $14.348. We refer to the transactions contemplated under the 2015 merger agreement as the "2015 merger." Concurrently with the 2015 merger, we filed with the Registrar of Corporations of the Republic of the Marshall Islands our Third Amended and Restated Articles of Incorporation to, among other things, increase our authorized capital, reclassify our common stock into a single class of common stock and change our legal name to "Gener8 Maritime, Inc."

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agreement, we are required to deposit into the 2015 merger exchange and paying agent account a number of our shares of common stock equal to such shortfall and Computershare Trust is required to deliver to us cash in an amount equal to the number of shares we deposit into the 2015 merger exchange and paying agent account multiplied by $14.348. If a large proportion of Navig8 Crude's shareholders are determined to not be entitled to receive shares of our common stock pursuant to the Securities Act under the 2015 merger agreement, our cash flows and liquidity may be adversely affected.

Immediately following the consummation of the 2015 merger, our shareholders prior to the 2015 merger owned approximately 34.9 million, or 52.55%, and Navig8 Crude's shareholders prior to the 2015 merger owned approximately 31.5 million, or 47.45% of the shares of our common stock, with Oaktree, BlueMountain, Avenue, Aurora, Monarch, BlackRock and Navig8 Limited and/or their respective affiliates owning approximately 19.4%, 12.1%, 11.1%, 9.6%, 8.2%, 8.2% and 4.2%, respectively, of our outstanding stock. The 2015 merger closed on May 7, 2015.

Until twenty four months following the anniversary of the closing of the 2015 merger, we are required, subject to a maximum amount of $75 million and a deductible of $5 million, to indemnify and defend General Maritime's or Navig8 Crude's shareholders immediately prior to the 2015 merger, in respect of certain losses arising from inaccuracies or breaches in the representations and warranties of, or the breach prior to the closing of the 2015 merger by, Navig8 Crude and General Maritime, respectively. Any amounts payable pursuant to such indemnification obligation shall be satisfied by the issuance of shares of our common stock with a fair market value equal to the amount of the indemnified loss. See " Risk Factors—Risk Factors Related to our Financings—You may experience substantial dilution if any claims are made by General Maritime or Navig8 Crude's former shareholders pursuant to the 2015 merger agreement. "

2015 Warrant Agreement

In connection with the 2015 merger we entered into an amended and restated warrant agreement with Navig8 Limited. We refer to this agreement as the "2015 warrant agreement" and to Navig8 Limited or the subsequent transferee as the "2015 warrantholder." Under the 2015 warrant agreement, 1,600,000 warrants that had, prior to the 2015 merger, provided the 2015 warrantholder the right to purchase 1,600,000 shares of Navig8 Crude's common stock at $10 per share of Navig8 Crude's common stock were converted into warrants entitling the 2015 warrantholder to purchase 0.8947 shares of our common stock for each warrant held for a purchase price of $10.00 per warrant, or $11.18 per share. We refer to these warrants as the "2015 warrants." The 2015 warrants, which expire on March 31, 2016, vest in five equal tranches, with each tranche vesting upon our common shares reaching the following trading thresholds following an initial public offering: $15.09, $16.21, $17.32, $18.44 and $19.56. These trading thresholds represent the volume-weighted average price of our shares over any period of ten consecutive trading days during which there is a minimum cumulative trading volume of $2 million.

Nicolas Busch, a member of our Board, and who is also expected to serve as a consultant to our Board and a member of our Strategic Management Committee, and Gary Brocklesby, who is expected to serve as a consultant to our Board and a member of our Strategic Management Committee, are each directors and minority beneficial owners of Navig8 Limited.

Stock Options

Pursuant to the 2015 merger agreement, we agreed to convert any outstanding option to acquire Navig8 Crude common stock into an option to acquire the number of shares of our common stock equal to the product obtained by multiplying (i) the number of shares of Navig8 Crude common stock subject to such stock option immediately prior to the consummation of the 2015 merger by (ii) 0.8947,

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at an exercise price per share equal to the quotient obtained by dividing (A) the per share exercise price specified in such stock option immediately prior to the 2015 merger by (B) 0.8947. We also agreed to treat the option agreement between Navig8 Crude and L. Spencer Wells as exercisable through July 8, 2017. Mr. Wells served as BlueMountain's designee to the Navig8 Crude board of directors until the consummation of the 2015 merger. One member of our Board is associated with or an employee of BlueMountain. Immediately prior to the consummation of the 2015 merger, there was one option to purchase 15,000 shares at $13.50 per share; this option, which we referred to as the "2015 option" was converted into an option to purchase 13,420 of our common shares at an exercise price of $15.088 per share.

2015 Equity Purchase Agreement

On February 24, 2015, we entered into an equity purchase agreement with Navig8 Crude, Avenue, BlackRock, BlueMountain, Monarch, Oaktree, Twin Haven and/or their respective affiliates. We refer to this agreement as the "2015 equity purchase agreement." In April 2015, certain other accredited investors, including Navig8 Limited, became parties to the 2015 equity purchase agreement through the execution of joinders thereto. We refer to both the original and subsequent signatories to the 2015 equity purchase agreement as the "2015 commitment parties." Under the 2015 equity purchase agreement, we may sell an aggregate of up to $125 million of shares of our common stock in up to three tranches to the 2015 commitment parties at a price of $12.914 per share. If we exercise our option, Oaktree, BlueMountain, Avenue, Monarch, BlackRock and Twin Haven are obligated to purchase shares, for a total purchase amount of $16.5 million, $20.5 million, $16.0 million, $12.9 million, $17.1 million, and $7.2 million, respectively. We refer to our right to exercise our option and require that the parties purchase these shares as the "2015 purchase commitment." The amount of this purchase commitment may be reduced if we issue certain equity securities with net proceeds in excess of $75 million.

One member of our Board is associated with or an employee of Avenue, one member of our Board is associated with or an employee of BlackRock, one member of our Board is associated with or an employee of BlueMountain, one member of our Board is associated with or an employee of Monarch and one member of our Board is associated with or an employee of Oaktree. Prior to the consummation of the 2015 merger, three members of our Board were associated with or employees of Oaktree, one member of our Board was associated with or an employee of BlackRock, one member of our Board was associated with or an employee of BlueMountain and one member of our Board was associated with or an employee of Twin Haven.

Pursuant to the terms of the 2015 equity purchase agreement, we issued 483,971 shares of our common stock to the 2015 commitment parties as a commitment premium upon the closing of the 2015 merger as consideration for their purchase commitments including 63,884, 79,491, 61,847, 49,775, 66,096, 27,737, and 21,164 shares to Oaktree, BlueMountain, Avenue, Monarch, BlackRock, Twin Haven and Navig8 Limited, respectively. We refer to the issuance of these shares as the "2015 commitment premium." Shares of our common stock issued as the 2015 commitment premium are subject to restrictions on transfer until the 2015 purchase commitment terminates or is fully exercised by us.

The 2015 purchase commitment terminates if the aggregate offering price (before deduction of underwriters' discounts and commissions) of a firm commitment underwritten offering pursuant to an effective registration statement filed under the Securities Act, covering the offer and sale of shares of our common stock equals or exceeds, subject to certain adjustments, $200,000,000. The commitment to purchase our common stock by the commitment parties will terminate upon the consummation of this offering.

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The 2015 purchase commitment terminates six months after the closing of the 2015 merger, provided that we may elect to extend the period in which we may sell shares of our common stock to the 2015 commitment parties for an additional six months. If we elect to extend the period in which we may sell shares of our common stock to the 2015 commitment parties, we will be obligated to issue to the 2015 commitment parties an additional 725,956 shares of our common stock.

In connection with the 2015 equity purchase agreement, we have agreed to indemnify, subject to certain exceptions, each 2015 commitment party and its affiliates from losses incurred by such 2015 commitment party or its affiliate or to which such 2015 commitment party or its affiliate may become subject that arise out of or in connection with the 2015 equity purchase agreement and the transactions contemplated therein.

2015 Shareholders Agreement

In connection with the consummation of the merger agreement we entered into a shareholders agreement with certain of our shareholders, including the 2015 commitment parties who hold at least 5% of our outstanding shares, including Aurora, Avenue, BlackRock, BlueMountain, Monarch and Oaktree. We refer to this agreement as the "2015 shareholders agreement."

One member of our Board is associated with or an employee of Aurora, one member of our Board is associated with or an employee of Avenue, one member of our Board is associated with or an employee of BlackRock, one member of our Board is associated with or an employee of BlueMountain, one member of our Board is associated with or an employee of Monarch and one member of our Board is associated with or an employee of Oaktree. Prior to the consummation of the 2015 merger, three members of our Board were associated with or employees of Oaktree, one member of our Board was associated with or an employee of Aurora, one member of our Board was associated with or an employee of BlackRock and one member of our Board was associated with or an employee of BlueMountain.

The 2015 shareholders agreement sets forth certain understandings and agreements with respect to certain corporate governance matters, including the following:

Unless 75% of the shareholders party to the 2015 shareholders agreement consent otherwise, our Board will be comprised of seven (7) members with each of Aurora, Avenue, BlueMountain, Monarch, Oaktree or their respective affiliates, as long as they remain holders of 5% of our outstanding common stock and until the termination of the 2015 shareholders agreement, designating one (1) director. Additionally, each of the parties to the 2015 shareholders agreement agrees to vote its shares to support the election of the directors to our Board designated by the others.

Additionally, until the termination of the 2015 shareholders agreement, and so long as he serves as a consultant to the Company, the parties to the 2015 shareholders agreement agree to each vote their shares to support the election of Nicolas Busch as a director of the Company. Until the termination of the 2015 shareholders agreement, and so long as he serves as our Chief Executive Officer, the parties to the 2015 shareholders agreement agree to vote their shares to support the election of Peter Georgiopoulos as a director of the Company and as the Chairman of the Board of Directors.

Avenue and Monarch, or their respective affiliates, as long as they each remain holders of 5% of our outstanding common stock and until the termination of the 2015 shareholders agreement, can appoint one of the directors as the Lead Independent Director of our Board.

The 2015 shareholders agreement provides that, subject to certain exceptions, our Board immediately prior to an initial public offering will determine the composition of our Board immediately following such initial public offering; provided that the Board immediately following the initial public offering shall consist of at least seven and no more than nine directors and each of the directors immediately prior to the consummation of this offering is entitled under the 2015 shareholders

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agreement to be offered the opportunity to continue to serve as a director following the initial public offering provided that, in the case of a director who is a shareholder designee, such director is considered independent and that the designating shareholder responsible for such director's appointment will own at least five percent of our outstanding common shares following consummation of the initial public offering.

Pursuant to the 2015 shareholders agreement, our Board expects to create (i) a Strategic Management Committee consisting of Gary Brocklesby (voting and Chairman), Nicolas Busch (voting), Peter Georgiopoulos (voting), John Tavlarios (voting), and Leonard J. Vrondissis (non-voting) and (ii) a Compensation Committee consisting of the directors designated by Aurora, Avenue, Monarch, Oaktree or their affiliates.

Shareholders holding at least 40% of shares of our common stock shall have the right to call special meetings of shareholders. In addition to the transfer restrictions set forth in our Articles of Incorporation, prior to any transfer of equity securities, other than pursuant to a sale of the Company approved by our Board, the transferring shareholder (i) must cause each prospective transferee to execute and deliver a joinder agreement to the 2015 shareholders agreement and (ii) must give written notice to us accompanied by a written legal opinion of legal counsel that the transfer may be effected without registration or otherwise violating securities laws.

The 2015 shareholders agreement may not be amended, modified or waived unless such amendment, modification or waiver is in writing and signed by us and holders of at least 66 ² / 3 % of the common stock then beneficially owned by shareholders, provided that no such amendment shall have a materially disproportionate and materially adverse impact on any shareholder that is not a party to such amendment, modification or waiver.

The 2015 shareholders agreement will terminate upon the consummation of this offering.

2015 Registration Rights Agreement

In connection with the consummation of the 2015 merger, we entered into the Second Amended and Restated Registration Agreement, with certain of our shareholders, including Aurora, Avenue, BlackRock, BlueMountain, Monarch, Oaktree and Twin Haven. We refer to this agreement, as amended, as the "2015 registration rights agreement," and to Aurora, Avenue, BlackRock, BlueMountain, Monarch, Oaktree, and Twin Haven as the "2015 principal shareholders."

The 2015 registration rights agreement provides that, any time following the consummation of an initial public offering by the company and from time to time, the 2015 principal shareholders will be entitled to demand a certain number of long-form registrations and short-form registrations of all or part of their registrable securities. Demand registrations may be requested by the 2015 principal shareholders holding five million shares (as adjusted for any stock dividends, stock splits, combinations and reorganizations and similar events) of registrable securities. No registration statement is required to be filed within 180 days of the final prospectus used in an initial public offering.

We are not required to effectuate demands for any long-form or short-form registration unless the expected gross proceeds from the registration are $60 million or more. We are not required to effectuate more than eight demand registrations in total and no more than two in any calendar year, and are not required to effectuate any demand registrations following the fifth anniversary of the 2015 registration rights agreement, although the 2015 principal shareholders may request an unlimited number of non-underwritten shelf takedowns. The 2015 registration rights agreement requires us to provide certain piggyback registration rights to certain holders of registrable securities. Under the 2015 registration rights agreement, each holder of registrable securities is required to agree to certain customary "lock-up" agreements in connection with underwritten public offerings.

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Support and Voting Agreements

Concurrently with the execution of the 2015 merger agreement, and in order to facilitate the 2015 merger, the Company and Navig8 Crude entered into a voting agreement with Avenue, BlueMountain and Monarch, or certain of their respective affiliates. We refer to each of these entities as a "Navig8 Crude supporting shareholder" and collectively, the "Navig8 Crude supporting shareholders." The Company and Navig8 Crude also entered into voting agreements with, among others, Aurora, BlackRock, BlueMountain, Oaktree and Twin Haven, or certain of their respective affiliates. We refer to each of these entities as a "Company supporting shareholder" and collectively, the "Company supporting shareholders" and together with the Navig8 Crude supporting shareholders, the "supporting shareholders." We refer to the agreements with the supporting shareholders as the "2015 voting agreements."

Pursuant to the 2015 voting agreements, (i) each Company supporting shareholder agreed, among other things, to vote in favor of the proposal to amend and restate our articles of incorporation and bylaws at the annual meeting and related proposals and to vote against any action, proposal, transaction or agreement that reasonably could have been expected to interfere with the consummation of the 2015 merger, including alternative acquisition proposals; and (ii) each Navig8 Crude supporting shareholder agreed, among other things, to vote in favor of the 2015 merger and related proposals and to vote against any action, proposal, transaction or agreement that reasonably could have been expected to interfere with the consummation of the 2015 merger, including alternative acquisition proposals.

The 2015 voting agreements also contained various prohibitions on transfers of shares in the Company and in Navig8 Crude during the term of the 2015 voting agreements. Each supporting shareholder agreed to cease and cause to be terminated all discussions or negotiations conducted theretofore with any person, other than the Company, with respect to certain proposals for the acquisition of the Company or Navig8 Crude, as applicable. The 2015 voting agreements terminated upon and are of no further force or effect as of the closing date of the 2015 merger.

Other Shareholder Consent Agreements to Merger

In connection with the 2015 merger, certain of our shareholders, including Aurora, BlackRock, BlueMountain, Oaktree and Twin Haven provided various consents and waivers under the pre-merger shareholders agreement, the pre-merger registration rights agreement and various past subscription agreements for our common shares, to facilitate entry into, and consummation of the transactions contemplated by, the 2015 merger agreement.

Related Party Transactions of Navig8 Crude Tankers, Inc.

Navig8 Group consists of Navig8 Limited and all of its subsidiaries including, without limitation, Navig8 Shipmanagement Pte Ltd., Navig8 Asia Pte Ltd, VL8 Management Inc., Navig8 Inc., VL8 Pool Inc. and V8 Pool Inc., Nicolas Busch, a member of our Board, and who is also expected to serve as a consultant to our Board and member of our Strategic Management Committee, and Gary Brocklesby, who is expected to serve as a consultant to our Board and member of our Strategic Management Committee, are each directors and minority beneficial owners of Navig8 Limited. Navig8 Limited is the beneficial owner of over 5% of our outstanding common shares.

VL8 Pool Agreements

Pursuant to pool agreements by and between VL8 Pool Inc. and the 14 newbuilding-owning subsidiaries we acquired in the 2015 merger, or the "2015-acquistion VLCC SPV's", VL8 Pool Inc. intends to divide the revenue of VL8 Pool vessels between all the pool participants. Revenues are

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intended to be shared according to a distribution key based on vessel characteristics allocated to each pool vessel with the aim of reflecting the relative earning potential of each pool vessel compared with other pool vessels. The VL8 Pool's legal entity is VL8 Pool Inc., a subsidiary of Navig8 Limited and the commercial management is carried out by VL8 Management Inc. Pursuant to the terms of the Navig8 non-binding term sheet, we expect to receive the right to a 15% share of the revenue of the commercial manager of the Suez8 pool and the right to at least a 10% share of the revenue of the commercial manager of the VL8 pool, in each case subject to a deduction of $150,000 per vessel in the applicable pool. Our interest may increase to as much as a 15% if the interested parties in VL8 Management Inc. other than Navig8 Limited agree to grant us additional revenue sharing interests. VL8 Pool acts as the time charterer of the pool vessels and will enter the pool vessels into employment contracts such as voyage charters. VL8 Pool will, as time charterer, be responsible for the commercial employment and operation of pool vessels for charters of up to seven months' duration pursuant to the terms of the Navig8 non-binding term sheet. The pool agreements contain various provisions which allow VL8 Pool Inc. to terminate the pool agreements upon the occurrence of certain events of default. The agreements also have a risk of mutualisation of liabilities amongst the pool participants under the pool arrangements. See " Risk Factors—Certain Agreements entered into by Gener8 Subsidiary with members of the Navig8 Group prior to the 2015 merger may adversely affect or restrict our business ." Pursuant to the terms of the Navig8 non-binding term sheet and subject to reaching mutually agreeable terms with Navig8 Group, we expect that these pool agreements will remain in place.

Pursuant to pool agreements by and between VL8 Pool and Gener8 Subsidiary's 14 newbuilding-owning subsidiaries, VL8 Pool intends to enter into time charters with each of the pool participants and such time charters form part of the pool agreements. The hire payable under and term of each of the time charters is linked to the pool distribution amounts payable under and the participation period of a pool vessel under the pool agreements. Further, the time charters by and between VL8 Pool Inc. and Gener8 Subsidiary's 14 newbuilding-owning subsidiaries contain provisions that may adversely affect or restrict our business, including the following: (a) we are subject to continuing seaworthiness and maintenance obligations; (b) VL8 Pool Inc. may put a pool vessel off hire or cancel a charter if the relevant vessel owning subsidiary fails to produce certain documentation within 30 days of demand; (c) VL8 Pool Inc. may put a pool vessel off hire for any delays caused by the vessel's flag or the nationality of her crew; (d) VL8 Pool Inc. has extensive rights to place the vessel off hire and to terminate and redeliver the vessel without penalty in connection with any shortfall in oil majors' approvals or SIRE discharge reports; (e) VL8 Pool Inc. has the right to call for remedy of any breach of representation or warranty within 30 days failing which the vessel may be put off hire; and (f) after 10 days off hire the charter may then be terminated by the charterers. Subject to reaching mutually agreeable terms with Navig8 Group, we expect that these time charters will remain in place. The pool agreements, together with the time charters, provide that each pool vessel shall remain in the VL8 Pool for a minimum period of one year with each of the newbuilding-owning subsidiaries and VL8 Pool Inc. being entitled to terminate the pool agreement and the time charter by giving ninety (90) days' notice in writing to the other (plus or minus 30 days at the option of VL8 Pool Inc.) at any time after the expiration of the initial 10 month period such pool vessel is in the pool (which may be reduced if there is a firm sale to a third party or, as contemplated by the Navig8 non-binding term sheet, if the pool vessel is to be put onto a time charter of seven months or more duration and provided at least 70% of the VLCC fleet remains subject to the pool arrangements) but a pool vessel may not be withdrawn until it has fulfilled its contractual obligations to third parties.

The pool agreements by and between VL8 Pool Inc. and Gener8 Subsidiary's 14 newbuilding-owning subsidiaries contain provisions that may adversely affect or restrict our business, including the following: (a) if VL8 Pool Inc. suffers a loss in connection with the pool agreements, it may set off the amount of such loss against the distributions that were to be made to the relevant vessel-owning subsidiary or any working capital repayable pursuant to the agreement; (b) we are currently required to provide working capital of $1,750,000 to VL8 Pool Inc. upon delivery of the vessel into the pool but it

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is expected that this will be reduced to $1,500,000 pursuant to the terms of the Navig8 non-binding term sheet, which is repayable on the vessel leaving the pool, as well as fund cash calls to be paid within 10 days of demand by the Pool Committee (consisting of representatives from VL8 Pool Inc. and each pool participant); (c) each pool vessel is obligated to remain on hire for 90 days after seizure by pirates but will thereafter be off hire until again available to VL8 Pool Inc.; (d) VL8 Pool Inc. has the right to terminate the vessel's participation in the pool under a wide range of circumstances, including but not limited to (i) the pool vessel is off hire for more than 30 days in a six month period, (ii) the pool vessel is, in the reasonable opinion of VL8 Pool Inc., untradeable to a significant proportion of oil majors for any reason, (iii) insolvency of the relevant vessel-owning subsidiary, (iv) the relevant vessel-owning subsidiary is in breach of the agreement and VL8 Pool Inc., in its reasonable opinion, considers the breach to warrant a cancellation of the agreement or (v) if any relevant vessel-owning subsidiary or an affiliate becomes a sanctioned person; (e) VL8 Pool Inc. has extensive rights to place the vessel off hire and to terminate and redeliver the vessel without penalty in connection with any shortfall in oil major approvals or SIRE discharge reports; (f) VL8 Pool Inc. has no liability to relevant vessel-owning subsidiary for any loss, damage, delay or expense, direct or indirect, including but not limited to loss of profit arising out of or in connection with the detention of or delay to the pool vessel; (g) the relevant vessel-owning subsidiaries have agreed to indemnify VL8 Pool Inc. in respect of all liabilities incurred by VL8 Pool Inc. in performing its obligations under the pool agreements, even if such liabilities are greater than its proportion of the pool distributions; and (h) if VL8 Pool Inc. incurs a loss, any uninsured liabilities of the pool vessels could become an expense shared by all pool members.

VL8 Pool Commercial Management Agreement

Pursuant to a commercial management agreement by and between VL8 Management Inc., or VL8 Management, and VL8 Pool Inc., dated September 1, 2010, or the Navig8 Commercial Management Agreement, VL8 Management agreed to provide commercial management services for the VL8 Pool Inc., including but not limited to marketing services, seeking, negotiating and concluding time charters, providing voyage estimates and accounts, issuing voyage instructions, supervising and arranging bunkering and monitoring voyage performance. Pursuant to the Navig8 Commercial Management Agreement, VL8 Pool Inc. agrees to pay VL8 Management a fee equal to 1.25% of all hire revenues during the term of the commercial management agreement along with an administration fee of $325 per day per vessel. Under the terms of the agreement, the liability of VL8 Management is limited to acts of negligence, gross negligence or willful misconduct and is subject to a cap of $500,000 per incident or series of incidents. In addition, the commercial management agreement contains an indemnity from VL8 Pool in favor of VL8 Management and its employees and agents. The commercial management agreement may be voluntarily terminated on ninety days' written notice by either party.

Based on our discussions with Navig8 Group to date and pursuant to the terms of Navig8 non-binding term sheet, we expect that the Navig8 Commercial Management Agreement will remain in place, but pursuant to the terms of the Navig8 non-binding term sheet VL8 Management will act for the VL8 pool on an exclusive basis and will not manage any other vessels which are not part of the VL8 pool.

Navig8 Supervision Agreements

Gener8 Subsidiary has entered into supervision agreements with Navig8 Shipmanagement Pte Ltd., or "Navig8 Shipmanagement," a subsidiary of Navig8 Limited, with regards to the 2015 acquired VLCC newbuildings whereby Navig8 Shipmanagement agrees to provide advice and supervision services for the construction of the newbuilding vessels. These services also include project management, plan approval, supervising construction, fabrication and commissioning and vessel delivery services. As per the supervision agreements, Gener8 Subsidiary agrees to pay Navig8 Shipmanagement a total fee of $500,000 per vessel. The agreements do not contain the ability to terminate early and, as such, the

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agreements would be effective until full performance or a termination by default. Under the supervision agreements, the liability of Navig8 Shipmanagement is limited to acts of negligence, gross negligence or willful misconduct and is subject to a cap of $250,000 per vessel, which is less than the fee payable per vessel. The supervision agreements also contain an indemnity in favor of Navig8 Shipmanagement and its employees and agents. We refer to these agreements as the "Navig8 supervision agreements."

Based on our discussions with Navig8 Group to date and pursuant to the terms of the Navig8 non-binding term sheet, we expect that the supervision agreements will remain in place.

Corporate Administration Agreement

On December 17, 2013, Navig8 Crude entered into a corporate administration agreement with Navig8 Asia Pte Ltd., or "Navig8 Asia," a subsidiary of Navig8 Limited, whereby Navig8 Asia agreed to provide certain administrative services for Navig8 Crude. In accordance with the corporate administration agreement, Navig8 Crude agreed to pay Navig8 Asia a fee of $250 per vessel per day.

Pursuant to the terms of the Navig8 non-binding term sheet and subject to signing of mutually acceptable VL8, Suez8 and V8 pool arrangements, revenue sharing agreements in respect of the commercial managers of the VL8 and Suez8 pools and consulting agreements with Nicolas Busch and Gary Brocklesby, we expect that the corporate administration agreement will be terminated. If the corporate administration agreement is not terminated, the agreement does not contain the ability to terminate early and, as such, the agreement would be effective until a termination by default.

Technical Management Agreements

Pursuant to technical management agreements by and between Navig8 Shipmanagement and Gener8 Subsidiary's 14 newbuilding-owning subsidiaries, Navig8 Shipmanagement has agreed to provide technical management services for these vessels, once delivered, including but not limited to arranging for and managing crews, vessel maintenance, provision of supplies, spares, victuals and lubricating oils, dry-docking, repairs, insurance, maintaining regulatory and classification society compliance, and providing technical support. In accordance with the technical management agreements, Gener8 Subsidiary's vessel-owning subsidiaries will pay Navig8 Shipmanagement an annual fee of $182,500 (payable at a daily rate of $500.00 per day), per vessel. The technical management agreements are generally consistent with industry standard and include a liability cap for Navig8 Shipmanagement of ten times the annual management fee.

Pursuant to the terms of the Navig8 non-binding term sheet and subject to signing of mutually acceptable VL8, Suez8 and V8 pool arrangements, revenue sharing agreements in respect of the commercial managers of the VL8 and Suez8 pools and consulting agreements with Nicolas Busch and Gary Brocklesby, we expect that the technical management agreements will be terminated and that the Gener8 vessels will be managed by third party managers with Navig8 Shipmanagement having the right to competitively bid for this business. If the technical management agreements are not terminated, the agreements may be terminated upon two months' written notice.

Project Structuring Agreement

On December 17, 2013, Navig8 Crude entered into a project structuring agreement with Navig8 Limited, whereby Navig8 Limited agreed to provide certain project structuring services for Navig8 Crude in connection with the purchase of vessels. In accordance with the project structuring agreement, Navig8 Crude agreed to pay Navig8 Limited a fee of 1% of the agreed yard base price of any vessel which Navig8 Crude contracts to build and purchase, such fee to be paid by the issuance of ordinary shares in Navig8 Crude.

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Pursuant to the terms of the Navig8 non-binding term sheet and subject to signing of mutually acceptable VL8, Suez8 and V8 pool arrangements, revenue sharing agreements in respect of the commercial managers of the VL8 and Suez8 pools and consulting agreements with Nicolas Busch and Gary Brocklesby, we expect that the project structuring agreement will be terminated. If the project structuring agreement is not terminated, the agreement does not contain the ability to terminate early and, as such, the agreement would be effective until a termination by default.

Right of First Refusal Letter

On December 17, 2013, Navig8 Limited entered into a letter of undertaking in favor of Navig8 Crude in which Navig8 Limited agreed that while Navig8 Limited or any of its direct or indirect subsidiaries provide services to Navig8 Crude, Navig8 Limited will, and will cause its controlled affiliates to, give Navig8 Crude the right of first refusal in respect of all new opportunities that Navig8 Limited or its controlled affiliates have to purchase and own VLCC vessels and in which Navig8 Limited further agreed that Navig8 Limited and its controlled affiliates will not compete with Navig8 Crude in owning VLCC vessels unless Navig8 Crude has not exercised its option in respect of such VLCC vessels.

Nave Quasar Time Charter

On January 15, 2014, Navig8 Crude entered into a Time Charter Party with Navig8 Inc., or "N8I," a subsidiary of Navig8 Limited, relating to Nave Quasar for a charter period of twelve or twenty-four months. In November 2014, Navig8 Crude declared the optional 12-month period on the existing time charter for Nave Quasar. Navig8 Crude's estimated commitments, as of March 31, 2015, through the expected re-delivery date of Nave Quasar, aggregate approximately $8.4 million, of which $7.3 million are payable in 2015 and $1.1 million are payable in 2016.

Navig8 Non-Binding Term Sheet

Arrangements with VL8, Suez8 and V8 Pools

Pursuant to the terms of the Navig8 non-binding term sheet and subject to reaching mutually agreeable terms, we expect to time charter all of our spot VLCC, Suezmax and Aframax vessels into the VL8, Suez8 and V8 pools on terms generally consistent with standard Navig8 pool terms and to maintain at least 70% of our Suezmax vessels and at least 70% of our VLCC vessels in the relevant Suez8 and VL8 pools at all times. We are permitted to put up to 30% of our VLCC vessels and Suezmax vessels and all of our Aframax vessels on time charters of seven or more month's duration.

VL8 and Suez8 Revenue Sharing Interests

Pursuant to the terms of the Navig8 non-binding term sheet and subject to agreeing to mutually acceptable terms, it is expected that the Company will enter into a revenue sharing arrangement with Navig8 Limited in relation to the commercial management of the VL8 and Suez8 pools. Such revenue sharing arrangements will consist of a 15% share of the revenue of the commercial manager of the Suez8 pool and a 10% (and as much as a 15%) share of the revenue of the commercial manager of the VL8 pool, in each case as a percentage of revenue remaining after deducting $150,000 per annum for each vessel time chartered by any participant into the applicable pool. Pursuant to the terms of the Navig8 non-binding term sheet and subject to ongoing discussions, we will incur a break fee to be determined for the removal of each vessel from the VL8 or Suez8 pools at any time when following such removal less than 70% of our VLCC or Suezmax fleet, as applicable, are chartered into the applicable pool. Furthermore, at any time when following such removal less than 70% of our VLCC or Suezmax fleet, as applicable, are chartered into the applicable pool, our revenue sharing interests shall be subject to a percentage reduction (to be agreed) in any such revenue share if more than a certain

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number of vessels (to be agreed) are removed from the relevant pool and a further reduction of the revenue share to zero if a further agreed number of vessels are removed from the relevant pool.

Consulting Agreements

Pursuant to the terms of the Navig8 non-binding term sheet and subject to reaching mutually agreeable terms, we expect to enter into consulting agreements with Messrs. Busch and Brocklesby providing an annual fee of $750,000 per annum to each of them for a period of three years from closing of the 2015 merger. We expect that Messrs. Busch and Brocklesby would also be eligible for future cash, equity or share-based remuneration awards under our 2012 Equity Incentive Plan subject to approval by the Board. The consulting agreements are expected to include, subject to definitive agreement by the applicable parties, non-competition and confidentiality provisions restricting Messrs. Busch and Brocklesby and their respective affiliates during the term of the applicable agreements and would be terminable on three months' written notice by us or by either party following a breach. There would be no restrictive covenants following termination.

Additional Related Party Transactions of Navig8 Crude Tankers Inc.

On July 16, 2014, Navig8 Crude entered into customary indemnification agreements with each of its directors. Three of Navig8's former directors, Roger Schmitz, Dan Ilany and Nicolas Busch, serve as directors on our Board.

Other Related Party Transactions

During the three months ended March 31, 2015, the years ended December 31, 2014 and 2013, the period from May 18, 2012 to December 31, 2012 and the period from January 1, 2012 to May 17, 2012, we provided office space to P C Georgiopoulos & Co. LLC and P C Georgiopoulos & Co. LLC incurred expenses relating thereto totaling approximately $2,000, $11,000, $6,000, $39,000 and $4,000, respectively. P C Georgiopoulos & Co. LLC is an investment management company controlled by Peter C. Georgiopoulos, our Chief Executive Officer and Chairman of our Board of Directors. As of March 31, 2015 and December 31, 2014, 2013 and 2012, a balance remains outstanding of approximately $15,000, $14,000, $3,000 and $8,000, respectively.

During the three months ended March 31, 2015, the years ended December 31, 2014 and 2013, the period from May 18, 2012 to December 31, 2012 and the period from January 1, 2012 to May 17, 2012, we incurred fees for legal services aggregating approximately $2,000, $81,000, $27,000, $41,000 and $0, respectively, to the father of Peter C. Georgiopoulos. As of March 31, 2015, a balance remains outstanding of approximately $2,000. No balances remain outstanding as of December 31, 2014, 2013 and 2012.

During the three months ended March 31, 2015, the years ended December 31, 2014 and 2013, the period from May 18, 2012 to December 31, 2012 and the period from January 1, 2012 to May 17, 2012, we provided business, travel and entertainment services to Genco Shipping & Trading Limited, or "Genco," and Genco incurred costs relating thereto totaling approximately $30,000, $102,000, $133,000, $76,000 and $11,000, respectively. Genco is an owner and operator of dry bulk vessels. Peter C. Georgiopoulos is chairman of Genco's board of directors. As of March 31, 2015 and December 31, 2014, 2013 and 2012, a balance of approximately $30,000, $12,000, $53,000 and $35,000, respectively, remains outstanding.

During the three months ended March 31, 2015, the years ended December 31, 2014 and 2013, the period from May 18, 2012 to December 31, 2012 and the period from January 1, 2012 to May 17, 2012, Genco made available certain of its employees who performed internal audit services for us for which we were invoiced approximately $0, $84,000, $140,000, $22,000 and $63,000, respectively, based on

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actual time spent by the employees. As of March 31, 2015 and December 31, 2014, 2013 and 2012, a balance of approximately $0, $12,000, $35,000 and $23,000, respectively, remains outstanding.

During the three months ended March 31, 2015, the years ended December 31, 2014 and 2013, the period from May 18, 2012 to December 31, 2012 and the period from January 1, 2012 to May 17, 2012, Aegean Marine Petroleum Network, Inc., or "Aegean," supplied bunkers and lubricating oils to our vessels aggregating approximately $2.0 million, $17.1 million, $11.8 million, $10.4 million and $20.2 million, respectively. As of March 31, 2015 and December 31, 2014, 2013 and 2012, a balance of approximately $0, $560,000, $443,000 and $1.8 million, respectively, remains outstanding. Peter Georgiopoulos, our Chief Executive Officer and Chairman of our Board of Directors, is the chairman of Aegean's board of directors and John Tavlarios, our Chief Operating Officer and member of our Board, is on the board of directors of Aegean. During the year ended December 31, 2014, Aegean chartered one of our vessels on one voyage with voyage revenues aggregating approximately $1.5 million (no such transactions during the three months ended March 31, 2015, the year ended December 31, 2013, the period from May 18, 2012 to December 31, 2012, or the period from January 1, 2012 to May 17, 2012). As of March 31, 2015 and December 31, 2014, a balance of approximately $0 and $317,000, respectively, remains outstanding. In addition, we provided office space to Aegean and Aegean incurred rent and other expenses in its New York office during the three months ended March 31, 2015, the years ended December 31, 2014 and 2013, the period from May 18, 2012 to December 31, 2012 and the period from January 1, 2012 to May 17, 2012 for approximately $52,000, $210,000, $30,000, $36,000 and $28,000, respectively. As of March 15, 2015 and December 31, 2014, 2013 and 2012, a balance of approximately $1,000, $5,000, $3,000 and $3,000, respectively, remains outstanding.

Effective as of April 1, 2014, we subleased a portion of our office space at 299 Park Avenue, 2 ^nd floor, New York, NY 10171 to Chemical Transportation Group, Inc. for rent of $5,000 per month, payable at the start of each month. Peter C. Georgiopoulos is chairman of the board of directors of Chemical Transportation Group, Inc. As of March 31, 2015 and December 31, 2014, no balance remains outstanding.

In June 2014, the following funds managed by Monarch Alternative Capital LP sold approximately $7,440,999.36 in face amount of our long term debt in the secondary market. Those funds include Monarch Debt Recovery Master Fund Ltd, Monarch Opportunities Master Fund Ltd, Monarch Cayman Fund Limited, Monarch Capital Master Partners II-A LP, Monarch Capital Master Partners II LP, Monarch Alternative Solutions Master Fund Ltd, and P Monarch Recovery Ltd. The debt was obtained in connection with our emergence from bankruptcy in May 2012. One member of our Board is associated with or an employee of Monarch Alternative Capital LP.

Board Designees

In connection with our emergence from bankruptcy in May 2012 Oaktree designated five persons to our board of directors. In February 2013, in connection with BlueMountain's investment in us in December 2012, BlueMountain designated an additional director. In January 2014, Aurora, and Twin Haven each designated an additional director and in March 2014, BlackRock designated a ninth director, in each case, in connection with such entities' respective investments in the Company in December 2013. These directors were each designated pursuant to Board designation rights provided in the pre-merger shareholders agreement, or the BlueMountain letter agreement (which was terminated and superseded by the pre-merger shareholders agreement) described above under " Related Party Transactions—BlueMountain Common Stock Issuance ." "BlueMountain" refers to BlueMountain Capital Management, LLC and/or one or more of its investment entities, "BlackRock" refers to BlackRock, Inc. and/or one or more of its investment entities, "Aurora" refers to ARF II Maritime Holdings LLC and/or one or more other investment entities of Aurora Resurgence Capital Partners II LLC, "Twin Haven" refers to Twin Haven Special Opportunities Fund IV, L.P. and/or one or

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more other investment entities of Twin Haven Capital Partners, LLC. Upon the consummation of the 2015 merger on May 7, 2015, the pre-merger shareholders agreement was terminated and replaced by the 2015 shareholders agreement described above under " —2015 Merger Related Transactions—2015 Shareholders Agreement " pursuant to which a seven member board was elected. Under the 2015 shareholders agreement, each of Aurora, Avenue, BlueMountain, Monarch and Oaktree were given the right to designate a director to the Board. Messrs. Georgiopoulos and Busch were also appointed to the Board pursuant to the 2015 shareholders agreement. The shareholders party to the 2015 shareholders agreement are obligated to vote their shares to support the election of these designees.

Review, Approval or Ratification of Transactions with Related Parties

Our Board of Directors has adopted a policy and procedures for review, approval and monitoring of transactions involving the Company and "related persons" (generally, directors and executive officers, director nominees, shareholders owning five percent or greater of our outstanding stock and immediate family members of the foregoing) which shall be effective upon the consummation of this offering. The policy covers any related person transaction that meets the minimum threshold for disclosure in the proxy statement under the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest) and will be applied to any such transactions proposed after its adoption.

Related person transactions must be approved by the Board or by a committee of the Board consisting solely of independent directors, who will approve the transaction only if they determine that it is in the best interests of the Company. In considering the transaction, the Board or committee will consider all relevant factors, including as applicable (i) the related person's interest in the transaction; (ii) the approximate dollar value of the amount involved in the transaction; (iii) the approximate dollar value of the amount of the related person's interest in the transaction without regard to the amount of any profit or loss; (iv) the Company's business rationale for entering into the transaction; (v) the alternatives to entering into a related person transaction; (vi) whether the transaction is on terms no less favorable to the Company than terms that could have been reached with an unrelated third party; (vii) the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts; (viii) the overall fairness of the transaction to the Company; and (ix) any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. If a director is involved in the transaction, he or she will not cast a vote regarding the transaction.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common shares since the effective date. We cannot make any prediction as to the effect, if any, that sales of common shares or the availability of common shares for sale will have on the market price of our common stock. The market price of our common shares could decline because of the sale of a large number of our common shares or the perception that such sales could occur. These factors could also make it more difficult to raise funds through future offerings of common shares. See "Risk Factors—Future Sales of our common shares, or the perception in the public markets that these sales may occur, may depress the price of our common shares. "

Sale of Restricted Shares

Upon the consummation of this offering, we expect to have common shares outstanding, or shares if the underwriters exercise their over-allotment option in full. Of these shares, the shares sold in this offering (or shares if the underwriters exercise their over-allotment option in full) will be freely tradable without restriction or further restriction under the Securities Act, except for any shares that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in Rule 144 promulgated under the Securities Act. As defined in Rule 144, an affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the issuer. The issuance of 200,011 of our common shares to our prepetition general unsecured creditors pursuant to the Chapter 11 plan (including 4,941 shares held in escrow in respect of disputed claims as of May 15, 2015) was exempt from the registration requirements of the Securities Act pursuant to Section 1145 of the Bankruptcy Code and are therefore freely tradable, except for shares that are held by our directors, executive officers and other affiliates. As a result, after giving effect to this offering, common shares, or % of our outstanding common shares, which amount includes 200,011 shares issued to general unsecured creditors pursuant to the chapter 11 plan and an estimated shares being sold in this offering, will be freely tradable, except for shares held by our directors, executive officers and other affiliates. The sale of such shares in the public market, or the perception that these sales may occur, could cause the market price of our common stock to decrease significantly.

The remaining 64,790,324 outstanding shares, or % of our outstanding shares after giving effect to this offering, will consist of:

•: 4,750,271 shares issued to Oaktree pursuant to the Chapter 11 plan in exchange for the conversion of secured claims, which we refer to as the "Oaktree conversion shares";
•: 5,050,289 shares issued to Oaktree pursuant to the Chapter 11 plan in exchange for a $175.0 million investment, which we refer to as the "Oaktree investment shares";
•: 23,272,623 restricted securities, which we refer to as the "private placement shares," issued to various investors in private placements since our emergence from bankruptcy prior to this offering; and
•: 31,717,141 restricted securities which we refer to as the "2015 merger shares," including an estimated 31,233,170 shares issued or expected to be issued to former Navig8 shareholders as merger consideration and 483,971 shares issued to commitment parties under the 2015 equity purchase agreement as a commitment premium described below under " Related Party Transactions—2015 Merger Related Transactions — 2015 Equity Purchase Agreement. "

The issuance of the Oaktree investment shares, the private placement shares and the 2015 merger shares was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and these shares are restricted securities. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available. The issuance of the Oaktree conversion shares was exempt from the

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registration requirements of the Securities Act pursuant to Section 1145 of the Bankruptcy Code. As of the date of this prospectus, Oaktree has not sold any of the Oaktree conversion shares or any of the Oaktree investment shares, although these shares and the private placement shares are eligible for sale under Rule 144 and any shares sold thereunder will be freely tradable without restriction under the Securities Act, except for any shares that may be held or acquired by our directors, executive officers and other affiliates. Sales by our existing shareholders of a substantial number of shares in the public market, or the perception that these sales might occur, could cause the market price of our common stock to decrease significantly.

Rule 144

The restricted securities described above are eligible for resale under Rule 144. The availability of Rule 144 will vary depending on whether restricted securities are held by an affiliate or a non-affiliate. In general, under Rule 144, as in effect on the date of this prospectus, an affiliate who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our common stock or the average weekly trading volume of our common stock reported through NYSE during the four calendar weeks preceding such sale. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about our Company. The volume limitations, manner of sale and notice provisions described above will not apply to sales by non-affiliates. For purposes of Rule 144, a non-affiliate is any person or entity who is not our affiliate at the time of sale and has not been our affiliate during the preceding 90 days. A non-affiliate who has beneficially owned restricted securities for six months may rely on Rule 144 provided that certain public information regarding us is available. A non-affiliate who has beneficially owned the restricted securities proposed to be sold for at least one year will not be subject to any restrictions under Rule 144.

Options/Equity Awards and Warrants

We intend to file a registration statement under the Securities Act to register common shares expected to be reserved for issuance under our 2012 Equity Incentive Plan, including 1,663,660 RSUs expected to be granted in connection with the pricing of this offering. Immediately prior to effectiveness of the registration statement of which this prospectus is a part, there were options outstanding under our 2012 Equity Incentive plan to purchase a total of 343,662 common shares, all of which were exercisable immediately and are expected to be surrendered and cancelled in connection with the pricing of this offering. Shares issued under the 2012 Equity Incentive Plan, including upon the exercise of options or as a result of the issuance of shares pursuant to the vesting of RSUs, after the effective date of the registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to directors, executive officers and other affiliates and the lock-up agreements described below.

In addition, the Chapter 11 plan provided for the issuance of warrants to our prepetition general unsecured creditors which are exercisable for up to 309,296 common shares at an exercise price of $42.50 per share. We refer to these warrants as the "May 2012 warrants." As of May 15, 2015, warrants exercisable for 301,655 shares have been distributed to our general unsecured creditors while warrants exercisable for 7,641 shares remain held in an escrow account in respect of disputed claims. The issuance of the warrants, and the issuance of the common shares upon exercise will be, exempt from the registration requirements of the Securities Act pursuant to Section 1145 of the Bankruptcy Code, and therefore are, or will be upon issuance, eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates and the lock-up agreements described below.

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Lock-up Agreements

Certain shareholders, our executive officers and our directors have agreed that, for a period of 180 days after the date of this prospectus, subject to specified exceptions, they will not, without the prior written consent of Citigroup Global Markets Inc. and UBS Securities LLC, dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for our common stock. Additionally, pursuant to our Third Amended and Restated Articles of Incorporation, all shareholders prior to this offering are bound by similar restrictions for a period of 180 days after the date of this prospectus. Because all or substantially all of the 200,011 shares allocated to our general unsecured creditors pursuant to our Chapter 11 plan are registered in the name of Cede & Co. as nominee for The Depository Trust Company, and due to the administrative burden of imposing transfer restrictions on these shares, we have requested and the underwriters have agreed to exclude any of these 200,011 shares which are registered in the name of Cede & Co. from the transfer restrictions in our articles of incorporation described above.

Immediately following the consummation of this offering, shareholders subject to lock-up agreements will hold common shares, representing approximately % of our then outstanding common shares, or approximately % if the underwriters exercise their over-allotment option.

We have agreed not to issue, sell or otherwise dispose of any of our common shares during the 180-day period following the date of this prospectus subject to specified exceptions. We may, however, grant options to purchase common shares, issue common shares upon the exercise of outstanding options under our equity incentive plans and in certain other circumstances.

Registration Rights

In connection with the closing of the 2015 merger, we entered into a Registration Rights Agreement which provides that any time following the consummation of an initial public offering by Gener8 and from time to time, certain shareholders will be entitled to demand a certain number of long-form registrations and short-form registrations of all or part of their registrable securities. Demand registrations may be requested by certain shareholders holding five million shares (as adjusted for any stock dividends, stock splits, combinations and reorganizations and similar events) of registrable securities. No registration statement is required to be filed within 180 days of the final prospectus used in an initial public offering. We are not required to effectuate demands for any long-form or short-form registration unless the expected gross proceeds from the registration are $60 million or more. We are not required to effectuate more than eight demand registrations total and no more than two in any calendar year, although certain shareholders may request an unlimited number of non-underwritten shelf takedowns. The Registration Rights Agreement requires us to provide certain piggyback registration rights to certain holders of registrable securities. Under the Registration Rights Agreement, each holder of registrable securities is required to agree to certain customary "lock-up" agreements in connection with underwritten public offerings, including this offering.

Prior to this offering, there has been no public market for our common shares since the effective date, and no prediction can be made as to the effect, if any, that future sales or the availability of common shares for sale will have on the market price of our common shares prevailing from time to time. Nevertheless, sales of substantial amounts of our common shares in the public market, including common shares issued upon the exercise of options that have been or may be granted under any employee share option or employee share award plan of ours, or the perception that those sales may occur, could adversely affect prevailing market prices for our common shares.

DESCRIPTION OF OUR CAPITAL STOCK

In connection with this offering, we will be amending and restating our bylaws. Additionally, upon consummation of this offering, certain provisions of our Third Amended and Restated Articles of

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Incorporation will cease to be of further effect. The following description of our common stock contains a summary of the material provisions of our articles of incorporation and bylaws that will be in effect as of the consummation of this offering. Please see our Third Amended and Restated Articles of Incorporation and amended and restated bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

Purpose

Our purpose, as stated in our articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Business Corporations Act of the Marshall Islands, or the "BCA."

Authorized Capital Stock

Under our amended and restated articles of incorporation, our authorized capital stock consists of 225 million shares of common stock, par value $0.01 per share and 25 million shares of preferred stock, par value $0.01 per share.

Common Shares

Voting Rights

Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of shareholders, and will not be entitled to cumulate votes for the election of directors. Election of directors will be by plurality of votes cast, and, except as described below, all other matters will be by a majority of the votes cast. Except as required by law and by the terms of any series of preferred stock designated by the board of directors pursuant to our amended and restated articles of incorporation, our common stock has the exclusive right to vote for the election of directors and for all other purposes. Our common stock votes together as a single class except where a separate vote by class is required.

Dividends

Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive, ratably, all dividends, if any, declared by our board of directors out of funds legally available for dividends.

Liquidation Rights

In the event of our liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and liabilities, subject to the prior distribution rights of holders of shares of our preferred stock, if any are then outstanding.

Other Rights

Holders of our common stock do not have conversion, redemption, subscription, sinking fund or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of our common stock are subject to the rights of the holders of any shares of our preferred stock which we may issue in the future.

Transfer Agent

The transfer agent for our common stock is Computershare Trust Company N.A.

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Listing

We intend to apply to have our common shares listed on the New York Stock Exchange under the symbol "GNRT."

Preferred Shares

Our amended and restated articles of incorporation authorize our board of directors to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

•: the designation of the series;
•: the number of shares of the series;
•: the voting rights, if any, of the holders of the series; and
•: the preferences and relative, participating, option or other special rights, if any, of the series, and any qualifications, limitations or restrictions applicable to such rights.

Limitations on Liability and Indemnification of Officers and Directors

Limitations on Liability

Under Marshall Islands law, directors and officers shall discharge their duties in good faith and with that degree of diligence, care and skill which ordinarily prudent people would exercise under similar circumstances in like positions. In discharging their duties, directors and officers may rely upon financial statements of the corporation represented to them to be correct by the president or the officer having charge of its books or accounts or by independent accountants.

The Business Corporations Act of the Republic of the Marshall Islands, or the "BCA," provides that the articles of incorporation of a Marshall Islands company may include a provision for the elimination or limitation of liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director:

•: for any breach of the director's duty of loyalty to the corporation or its shareholders;
•: for acts or omissions not undertaken in good faith or which involve intentional misconduct or a knowing violation of law; or
•: for any transaction from which the director derived an improper personal benefit.

Our directors will not be personally liable to us or our shareholders for monetary damages for any breach of duty in such capacity, except that the liability of a director will not be eliminated or limited:

•: for any breach of the director's duty of loyalty to the corporation or its shareholders;
•: for acts or omissions not undertaken in good faith or which involve intentional misconduct or a knowing violation of law; or
•: for any transaction from which the director derived an improper personal benefit.

Our amended and restated articles of incorporation provide that if the BCA is amended to authorize the further elimination or limitation of the liability of directors for actions taken or omitted to be taken then the liability of a director of the Company, in addition to the limitation on personal liability provided for in our amended and restated articles of incorporation, shall be limited to the fullest extent permitted by the amended BCA in respect of actions or omissions to act which occur during any period to which the amended BCA's amended provisions pertain.

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Indemnification of Officers and Directors

Under the BCA, for actions not by or in the right of a Marshall Islands corporation, a corporation may indemnify any person who was or is a party to any threatened or pending action or proceeding by reason of the fact that such person is or was a director or officer of the corporation against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.

In addition, under the BCA, in actions brought by or in right of a Marshall Islands corporation, any person who is or is threatened to be made party to any threatened or pending action or proceeding by reason of the fact that such person is or was a director or officer of the corporation can be indemnified for expenses (including attorney's fees) actually and reasonably incurred in connection with the defense or settlement of the action if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, provided that indemnification is not permitted with respect to any claims in which such person has been found liable for negligence or misconduct with respect to the corporation unless the appropriate court determines that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity.

We will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of us) by reason of the fact that such person is or was a director or officer of ours, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person's conduct was unlawful.

We will also indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of us to procure judgment in our favor by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of (or in a similar capacity in respect of) another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees) actually and reasonably incurred by such person or in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests and except that no indemnification will be made in respect of any claim, issue or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of such person's duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

The limitation of liability and indemnification provisions in our amended and restated bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

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Forum Selection

Our amended and restated bylaws provide that the state or federal courts located in the State of New York are the exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our shareholders, (3) any action asserting a claim arising pursuant to any provision of the BCA, or (4) any action asserting a claim governed by the internal affairs doctrine, unless we consent in writing to the selection of an alternative forum.

Anti-Takeover Effects of Certain Provisions of Our Articles of Incorporation and Bylaws

Several provisions of our amended and restated articles of incorporation and amended and restated bylaws, which are summarized herein, may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

Blank Check Preferred Shares

Under the terms of our amended and restated articles of incorporation, our board of directors has the authority, without any further vote or action by our shareholders, to authorize our issuance of up to 25 million shares of blank check preferred stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.

Classified Board of Directors

Our amended and restated articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three-year terms beginning upon the expiration of the initial term for each class. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of us. It could also delay shareholders who do not agree with the policies of our board of directors from removing a majority of our board of directors for up to two years.

Business Combinations

Although the BCA does not contain specific provisions regarding "business combinations" between corporations organized under the laws of the Republic of the Marshall Islands and "interested shareholders," our amended and restated articles of incorporation include these provisions. Our amended and restated articles of incorporation contain provisions which prohibit them from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the person became an interested shareholder, unless:

•: prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, our board approved the business combination or the transaction that resulted in the shareholder becoming an interested shareholder;
•: upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the Company outstanding at the time the transaction commenced, other than certain excluded shares;

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•: on or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is approved by the board and authorized at an annual or special meeting of shareholders by the affirmative vote of at least 66 ² / 3 % of the outstanding voting stock that is not owned by the interested shareholder;
•: the shareholder is Peter C. Georgiopoulos or an affiliate or associate thereof; or
•: the shareholder is the owner of 15% or more of the outstanding voting stock of the Company at the time of the consummation of this offering.

For purposes of these provisions, a "business combination" includes mergers, consolidations, exchanges, asset sales, leases and other transactions resulting in a financial benefit to the interested shareholder and an "interested shareholder" is any person or entity that beneficially owns 15% or more of our outstanding voting stock and any person or entity affiliated with or controlling or controlled by that person or entity.

Election and Removal of Directors

Our amended and restated articles of incorporation prohibit cumulative voting in the election of directors. Our amended and restated bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. Our articles of incorporation also provide that our directors may be removed only for cause and only upon the affirmative vote of at least 80% of the outstanding shares of our capital stock entitled to vote for those directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Limited Actions by Shareholders

Our amended and restated articles of incorporation and our amended and restated bylaws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders. Our amended and restated articles of incorporation and our amended and restated bylaws provide that, subject to certain exceptions, only our board of directors may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may be prevented from calling a special meeting for shareholder consideration of a proposal over the opposition of our board and shareholder consideration of a proposal may be delayed until the next annual meeting.

Advance Notice Requirements for Shareholder Proposals and Director Nominations

Our amended and restated bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder's notice must be received at our principal executive offices not less than 150 days nor more than 180 days before the first anniversary of the preceding year's annual meeting of shareholders. Our amended and restated bylaws also specify requirements as to the form and content of a shareholder's notice. These provisions may impede a shareholder's ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

Amendments to Articles of Incorporation

Our amended and restated articles of incorporation require the affirmative vote of the holders of not less than 80% of the shares entitled to vote in an election of directors to amend, alter, change or repeal the following provisions in our amended and restated articles of incorporation:

•: the classified board and director removal provisions;

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•: the requirement that action by written consent of the shareholders be taken by unanimous written consent;
•: limitations on the power of our shareholders to amend the amended and restated bylaws or to call special meetings of shareholders;
•: the ability to remove a director for cause; and
•: the limitation on business combinations between us and interested shareholders.

This requirement makes it more difficult for our shareholders to make changes to the provisions in the amended and restated articles of incorporation that could have anti-takeover effects.

Dissenters' Rights of Appraisal and Payment

Under the BCA, our shareholders have the right to dissent from various corporate actions, including certain mergers or consolidations and the sale of all or substantially all of our assets not made in the usual course of our business, and receive payment of the fair value of their shares. Among other things, the right of a dissenting shareholder to receive payment of the fair value of his or her shares shall not be available if for the shares of any class or series of stock, which shares or depository receipts in respect thereof, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. In the event of any further amendment of our articles of incorporation, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the High Court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange.

Shareholders' Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.

DESCRIPTION OF INDEBTEDNESS

Senior Secured Credit Facilities

Pursuant to the Chapter 11 plan, a prepetition revolving credit facility entered into by our wholly-owned subsidiary, General Maritime Subsidiary Corporation, which we refer to as "GMR Sub Corp.," and a syndicate of commercial lenders was amended and restated on the effective date. We refer to this prepetition revolving credit facility as the "2011 credit facility." Pursuant to the amended and restated credit facility, which we refer to as the "$508M credit facility," and after giving effect to a partial paydown of outstanding obligations under the credit facility provided for by the Chapter 11 plan, our outstanding revolving loans under the credit facility were converted into tranche A term loans and the termination value of a related interest rate swap, together with interest thereon, was exchanged for tranche B term loans under the $508M credit facility. The $508M credit facility, upon our emergence from Chapter 11, provided for term loans in the aggregate amount of $509.0 million.

Pursuant to the Chapter 11 plan, a prepetition term loan and revolving facility entered into by our wholly-owned subsidiary, General Maritime Subsidiary II Corporation, which we refer to as "GMR

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Sub II Corp.," and a syndicate of commercial lenders was amended and restated on the effective date. Pursuant to the amended and restated credit facility, which we refer to as the "$273M credit facility," and after giving effect to a partial paydown of outstanding obligations under the credit facility provided for by the Chapter 11 plan, our outstanding revolving loans under the credit facility were converted into term loans and our outstanding term loans under the credit facility continued as term loans under the $273M credit facility. The $273M credit facility, upon our emergence from Chapter 11, provided for term loans in the aggregate amount of $273.8 million.

We refer to the $508M credit facility and the $273M credit facility as the "senior secured credit facilities." The senior secured credit facilities mature on May 17, 2017.

The senior secured credit facilities bear interest at a rate per annum based on LIBOR plus a margin of 4% per annum. The $508M credit facility is secured on a first lien basis by a pledge of our interest in GMR Sub Corp. and Arlington Tankers Ltd., our wholly-owned subsidiary which we refer to as "Arlington," a pledge by such subsidiaries of their interests in the vessel-owning subsidiaries they own, and a pledge by such vessel-owning subsidiaries of substantially all their assets, and is secured on a second lien basis by a pledge of our interest in GMR Sub II Corp., a pledge by GMR Sub II Corp. of its interest in the vessel-owning subsidiaries that it owns, and a pledge by such vessel-owning subsidiaries of substantially all their assets, and was guaranteed by us and our subsidiaries (other than GMR Sub. Corp.) which own vessels or interests in vessel-owning subsidiaries. The $273M credit facility is secured on a first lien basis by a pledge of our interest in GMR Sub II Corp., a pledge by GMR Sub II Corp. of its interest in the vessel-owning subsidiaries it owns, and a pledge by such vessel-owning subsidiaries of substantially all their assets, and is secured on a second lien basis by a pledge of our interests in GMR Sub Corp. and Arlington, a pledge by such subsidiaries of their interests in the vessel-owning subsidiaries they own, and a pledge by such vessel-owning subsidiaries of substantially all their assets, and is guaranteed by the Company and its subsidiaries (other than GMR Sub II Corp.) which own vessels or interests in vessel-owning subsidiaries. The senior secured credit facilities are secured on a pari passu basis by a lien of substantially all of our other assets. The senior secured credit facilities are not secured by our interests in VLCC Corp. and its subsidiaries, Unique Tankers and related assets, certain deposit amounts and non-recourse subsidiaries. In addition, the senior secured credit facilities are secured on a pari passu basis by a pledge by us, GMR Sub Corp., GMR Sub II Corp. and Arlington of certain of our and their respective bank accounts.

As of March 31, 2015 and December 31, 2014, we had an outstanding letter of credit of approximately $658,000. This letter of credit is secured by cash placed in a restricted account amounting to approximately $660,000 as of March 31, 2015 and December 31, 2014.

We are required to comply with various collateral maintenance and financial covenants under the senior secured credit facilities, including with respect to our minimum cash balance and an interest expense coverage ratio covenant. The senior secured credit facilities also require us to comply with a number of customary covenants, including covenants related to the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag and class of the collateral vessels; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on transactions with affiliates; and other customary covenants and related provisions.

Upon the reduction of the loan to value ratio set forth in the senior secured credit facilities to or below 0.6:1, the senior secured credit facilities provide for a cessation or reduction in restrictiveness of certain affirmative obligations and negative covenants. Once this loan to value ratio is reduced to or below this specified threshold, fewer restrictions on granting of liens, making of capital expenditures and incurrence of indebtedness will apply. In addition, upon reducing the loan to value ratio to or below this point, the senior secured credit facilities (i) permit us to retain certain proceeds in

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connection with collateral vessel dispositions, (ii) remove requirements to deliver certain financial statements and (iii) no longer require agent consent to enter into certain charters.

The senior secured credit facilities include customary events of default and remedies for credit facilities of this nature. If we do not comply with our financial and other covenants under the senior secured credit facilities, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the senior secured credit facilities.

Pursuant to the amendments to the senior secured credit facilities in 2012, 2013, 2014 and 2015, certain terms and covenants under both facilities were modified to reflect the following terms as of April 7, 2015:

Amortization

The $508M credit facility's earliest amortization payment date is March 31, 2016 and the $273M credit facility's earliest amortization payment date is June 30, 2016.

A repayment schedule of outstanding borrowings at March 31, 2015 is as follows:

YEAR ENDING DECEMBER 31,	$508M credit facility		$273M credit facility		Senior Notes		TOTAL

2015	$	—	$	—	$	—	$	—
2016		57,808,777		17,015,539		—		74,824,316
2017		356,870,974		224,565,625		—		581,436,599
2018		—		—		—		—
2019		—		—		—		—
Thereafter		—		—		138,473,957		138,473,957


	$	414,679,751	$	241,581,164	$	138,473,957	$	794,734,872

Excess Liquidity

If at any time our total leverage ratio is greater than 0.6:1, we are obligated to make prepayments on or about the last day of each calendar quarter in an amount equal to our excess liquidity which is cash on hand exceeding $125.0 million. The definition of excess liquidity excludes, among other things, scheduled repayments of principal and interest thereon under the senior secured credit facilities on or about the last day of each such calendar quarter and amounts raised from issuances of equity after December 31, 2013.

Affirmative and Negative Covenants

In addition, we were also obligated to cause certain subsidiaries that own specified vessels to dispose of such vessels on or before August 31, 2014 and apply the net cash proceeds of such dispositions as required by the mandatory prepayment provisions of the senior secured credit facilities. This obligation was satisfied with the sale of one Aframax vessel in October 2013 and one Suezmax vessel in July 2014. Exceptions to certain negative covenants, specifically the indebtedness, liens, capital expenditures and investments covenants, permit us and our subsidiaries to acquire new vessels and to incur debt and grant liens in connection therewith, subject to satisfaction of certain financial covenants and other conditions. On April 7, 2015, we entered into an amendment to the Senior Secured Credit Facilities, which amends certain provisions of the Senior Secured Credit Facilities, including amendments to the "change of control" definition and the investments and merger covenants, among others, in order to permit the Company to enter into the transactions contemplated under the 2015 merger agreement. These amendments are subject to an additional covenant which limits cash payments related to the 2015 merger by the Company or any of its subsidiaries unless funded solely from Gener8 Subsidiary and its subsidiaries or its predecessors in interest (with a limited exception for amounts funded by VLCC Corp. and its subsidiaries which must be reimbursed by Gener8 Subsidiary

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and its subsidiaries within 30 days of the 2015 merger) and limits investments in Gener8 Subsidiary and its subsidiaries unless funded solely from amounts received from the issuance of equity received after the amendment effective date. The covenant also has restrictions on the Company or any of its subsidiaries from guaranteeing or otherwise becoming liable for debt or any obligations under any newbuild or vessel acquisition contract of Gener8 Subsidiary (or its predecessors-in-interest) or any of its subsidiaries, amending or waiving provisions of the 2015 merger agreement or the 2015 equity purchase agreement or making any cash payments pursuant to the indemnification provision of the 2015 merger agreement.

Collateral Maintenance

The collateral maintenance tests require the aggregate fair market value of the collateral vessels under the senior secured credit facilities to be at least 110% of the aggregate principal amount of outstanding loans under the senior secured credit facilities, and increase over time to 120%.

Minimum Cash

The minimum cash balance covenant requires a minimum cash balance level of $10,000 on December 13, 2013 to and including December 31, 2014, $15,000 on January 1, 2015 to and including December 31, 2015 and $20,000 at any time after January 1, 2016.

Interest Expense Coverage Ratio

The date on which the interest expense coverage ratio becomes effective is March 31, 2016. The minimum ratio commences with a 1.00:1.00 ratio and increases over time to a 2.00:1.00 ratio on the maturity date.

The vessel valuations we received in May, August and November 2013 indicated that we did not comply with certain of our collateral maintenance covenants under the senior secured credit facilities. The senior secured credit facilities prohibit us from electing an interest period other than one month when we are not in compliance with our covenants. On August 27, 2013, we obtained a waiver of such restriction from the lenders to permit us to select a three month interest period commencing on August 30, 2013. On November 29, 2013, the lenders agreed to waive, as of December 13, 2013, existing events of default related to our failure to comply with certain of our collateral maintenance covenants, potential events of default for failure to comply with the minimum cash balance covenant arising from the funding of interest payments due on November 29, 2013 and any related defaults or events of default.

As of March 31, 2015, approximately $414.6 million and $241.6 million of the $508M credit facility and the $273M credit facility, respectively, were outstanding. As of December 31, 2014, approximately $414.7 million and $241.6 million of the $508M credit facility and the $273M credit facility, respectively, were outstanding. As of December 31, 2013, approximately $436.1 million and $241.6 million of the $508M credit facility and the $273M credit facility, respectively, were outstanding. These facilities are fully drawn and, at March 31, 2015, December 31, 2014 and December 31, 2013, there is no availability for additional borrowings. For the three months ended March 31, 2015, and the years ended December 31, 2014 and 2013, interest expense incurred under the senior secured credit facilities amounted to approximately $6.9 million, $28.4 million and $33.2 million, respectively.

Oaktree Note

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We were required to comply with various affirmative, negative and financial covenants under the Oaktree note that were substantially similar in all material respects to those in the senior secured credit facilities, excluding certain covenants in the senior secured credit facilities pertaining to collateral and the vessels securing those credit facilities. On June 11, 2013, we fully repaid the Oaktree note with the proceeds from the Wells Fargo credit facility, described below. Interest expense recognized relative to the Oaktree Note was approximately $0.2 million for the year ended December 31, 2013.

Wells Fargo Credit Facility

We were required to comply with various affirmative, negative and financial covenants under the Wells Fargo credit facility that were substantially similar in all material respects to those in the senior secured credit facilities (excluding certain covenants in the senior secured credit facilities pertaining to collateral and the vessels securing those facilities) as well as financial covenants with respect to our minimum cash balance and interest expense coverage ratio.

The Wells Fargo credit facility contained events of defaults and remedies that are substantially similar to those in the senior secured credit facilities and provided that events of default under the senior secured credit facilities or events of default under certain credit facilities of Oaktree will be events of default under the Wells Fargo credit facility. On December 16, 2013, we fully repaid the Wells Fargo credit facility with the proceeds from the Class B financing, described above. Interest expense recognized relative to the Wells Fargo credit facility was approximately $0.1 million for the year ended December 31, 2013.

Senior Notes

On March 28, 2014, we and our wholly-owned subsidiary VLCC Corp. entered into a Note and Guarantee Agreement with affiliates of BlueMountain Capital Management, LLC which we refer to as the "note purchasers." Pursuant to the Note and Guarantee Agreement, we issued senior unsecured notes due 2020 on May 13, 2014 in the aggregate principal amount of $131.6 million to the note purchasers for proceeds of approximately $125 million (before fees and expenses), after giving effect to the original issue discount provided for in the Note and Guarantee Agreement. We refer to these notes as the "senior notes." Interest on the senior notes accrues at the rate of 11.0% per annum in the form of an automatic increase in the principal amount of each outstanding senior note. A noteholder may, at any time, request that all of the principal amount owing to such noteholder be evidenced by senior notes. If we at any time irrevocably elect to pay interest in cash for the remainder of the life of the senior notes, interest on the senior notes will thereafter accrue at the rate of 10.0% per annum. The senior notes, which are unsecured, are guaranteed by VLCC Corp. and its subsidiaries. The Note and Guarantee Agreement provides that all proceeds of the senior notes shall be used to pay transaction costs and expenses and the remaining consideration payable in connection with the VLCC shipbuilding contracts (see "Business—VLCC Newbuildings" for more information on the VLCC shipbuilding contracts).

The Note and Guarantee Agreement requires us to comply with a number of customary covenants, including covenants related to the delivery of quarterly and annual financial statements, budgets and

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annual projections; maintaining properties and required insurances; compliance with laws (including environmental); compliance with ERISA; performance of obligations under the terms of each mortgage, indenture, security agreement and other debt instrument by which we are bound; payment of taxes; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests and other restricted payments; limitations on additional indebtedness; limitations on transactions with affiliates; and other customary covenants. Although only certain covenants in the senior secured credit facilities restrict VLCC Corp. and its subsidiaries, all the covenants in the Note and Guarantee Agreement do restrict VLCC Corp. and its subsidiaries. To the extent these covenants in the Note and Guarantee Agreement restrict us and our subsidiaries party to the senior secured credit facilities, the covenants (other than those covenants relating to limitations on additional indebtedness, limitations on liens and limitations on restricted payments described above under " Description of Indebtedness—Senior secured credit facilities" ) are not materially more restrictive than those contained in the senior secured credit facilities. The Note and Guarantee Agreement allows for the incurrence of additional indebtedness or refinancing of existing indebtedness upon the reduction of the loan to value ratio set forth therein to or below certain thresholds.

The Note and Guarantee Agreement includes customary events of default and remedies for facilities of this nature. If we do not comply with various covenants under the Note and Guarantee Agreement, the note purchasers may, subject to various customary cure rights, declare the unpaid principal amounts of the senior notes plus any accrued and unpaid interest and any make-whole amounts, as applicable, immediately due and payable.

We have the option to redeem up to 35.0% of the principal amount of the senior notes with the proceeds of an equity offering at a redemption price of 110.5% in principal amount, subject to certain terms and conditions set forth in the Note and Guaranty Agreement. Additionally, we have the option to prepay the senior notes at any time. However, if they are paid prior to May 13, 2016 (other than with the proceeds of an equity offering as described above) we will be obligated to pay a make-whole premium provided for in the Note and Guarantee Agreement. If we redeem the notes during periods from May 13, 2016 to May 12, 2017, from May 13, 2017 to May 12, 2018 and from May 13, 2018 to May 12, 2019 we will be obligated to pay redemption premiums of 9.0%, 6.0% and 3.0% respectively.

Concurrent with the issuance of the senior notes, we entered into an Amendment No. 1 and Consent, by and among the parties to the Note and Guarantee Agreement. This amendment included certain technical and conforming amendments to the Note and Guarantee Agreement, such as amendments with respect to the list of subsidiary guarantors and related revisions to certain definitions, representations and warranties and affirmative covenants.

On January 26, 2015, we entered into an amendment and waiver, by and among the parties to the Note and Guarantee Agreement, which, along with other technical and conforming amendments, removed the requirement that we issue additional senior notes evidencing the payment of payment-in-kind interest resulting from the automatic addition of the amount of such interest to the principal amount of outstanding senior notes. On April 30, 2015, we entered into an amendment, by and among the parties to the Note and Guarantee Agreement, which amended the change of control provision to permit the transactions contemplated by the 2015 merger agreement.

As of March 31, 2015, the unamortized discount on the senior notes was $6.2 million, which we amortize as additional interest expense until March 28, 2020. Interest expense, including amortization of the discount, amounted to $3.9 million during the three months ended March 31, 2014.

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MARSHALL ISLANDS COMPANY CONSIDERATIONS

Our corporate affairs are governed by our articles of incorporation and bylaws and by the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Republic of the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as courts in the United States. Thus, you may have more difficulty in protecting your interests in the face of actions by the management, directors or significant shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction which has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholders' rights.

Marshall Islands		Delaware

Shareholder Meetings
Held at a time and place as designated in the bylaws.		May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors.
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.		Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
May be held within or without the Marshall Islands.		May be held within or without Delaware.
Notice:		Notice:
	Whenever shareholders are required to take any action at a meeting, written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting.		Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communications, if any.
	A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting.		Written notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting.
Shareholders' Voting Rights
Any action required to be taken by a meeting of shareholders may be taken without meeting if consent is in writing and is signed by all the shareholders entitled to vote.		Any action required to be taken at a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

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Marshall Islands				Delaware

Any person authorized to vote may authorize another person or persons to act for him by proxy.				Any person authorized to vote may authorize another person or persons to act for him or her by proxy.
Unless otherwise provided in the articles of incorporation, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the shares entitled to vote at a meeting.				For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
The articles of incorporation may provide for cumulative voting in the election of directors.				The certificate of incorporation may provide for cumulative voting in the election of directors.
Any two or more domestic corporations may merge into a single corporation if approved by the board and if authorized by a majority vote of the holders of outstanding shares at a shareholder meeting.				Any two or more corporations existing under the laws of the state may merge into a single corporation pursuant to a board resolution and upon the majority vote by shareholders of each constituent corporation at an annual or special meeting.
Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation's usual or regular course of business, once approved by the board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting.				Every corporation may at any meeting of the board sell, lease or exchange all or substantially all of its property and assets as its board of directors deems expedient and for the best interests of the corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote.
Any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of the shareholders of any corporation.				Any corporation owning at least 90% of the outstanding shares of each class of another corporation may merge the other corporation into itself and assume all of its obligations without the vote or consent of shareholders; however, in case the parent corporation is not the surviving corporation, the proposed merger shall be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly called shareholder meeting.
Any mortgage, pledge of or creation of a security interest in all or any part of the corporate property may be authorized without the vote or consent of the shareholders, unless otherwise provided for in the articles of incorporation.				Any mortgage or pledge of a corporation's property and assets may be authorized without the vote or consent of shareholders, except to the extent that the certificate of incorporation otherwise provides.
Directors
The board of directors must consist of at least one member.				The board of directors must consist of at least one member.

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Marshall Islands				Delaware

The number of board members may be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.				The number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by an amendment to the certificate of incorporation.
If the board is authorized to change the number of directors, it can only do so by a majority of the entire board and so long as no decrease in the number shall shorten the term of any incumbent director.				If the number of directors is fixed by the certificate of incorporation, a change in the number shall be made only by an amendment of the certificate.
Removal
Any or all of the directors may be removed for cause by vote of the shareholders.				Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote unless the certificate of incorporation otherwise provides.
If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.				In the case of a classified board, shareholders may affect removal of any or all directors only for cause.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the material U.S. federal income tax consequences to a U.S. holder or a non-U.S. holder, as defined below, with respect to the ownership and disposition of our common shares. The following discussion, in so far as it expresses conclusions as to the application of United States federal income tax consequences of the ownership and disposition of our common shares, is the opinion of Kramer Levin Naftalis & Frankel LLP. This discussion does not purport to be a comprehensive description of all of the U.S. federal income tax considerations applicable to a U.S. holder or a non-U.S. holder nor does this discussion address the tax consequences of owning our common shares with respect to all categories of investors, some of which (such as financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, U.S. expatriates, persons holding our common shares (i) as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities or (ii) pursuant to the exercise of employee stock options or otherwise as compensation for services, persons liable for alternative minimum tax, pass-through entities and investors therein, persons who own, actually or under applicable constructive ownership rules, 10% or more of our common shares, dealers in securities or currencies and U.S. holders whose functional currency is not the U.S. dollar) may be subject to special rules. This discussion deals only with holders who purchase common shares in connection with this offering and hold the common shares as a capital asset. Moreover, this discussion is based on the Internal Revenue Code of 1986, as amended, or the "Code," existing final and temporary regulations thereunder, and current administrative rulings and court decisions, all as in effect on the date of this registration statement and all of which are subject to change, possibly with retroactive effect. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of our common shares (including consequences arising under U.S. federal estate and gift tax laws).

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For purposes of this discussion, the term "U.S. holder" means a beneficial owner of our common shares that is, for U.S. federal income tax purposes, (a) an individual who is a citizen or resident of the U.S., (b) a domestic corporation, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust if either (1) a court within the U.S. is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. A beneficial owner of our common shares that, for U.S. federal income tax purposes, is an individual, corporation, estate or trust and is not a U.S. holder is referred to below as a "non-U.S. holder."

If a partnership (or entity treated as such for U.S. federal income tax purposes) holds common shares, the tax treatment of a partner in such partnership will generally depend on the status of the partner and upon the activities of the partnership. If you are a partner in such a partnership holding our common shares, you are encouraged to consult your tax advisor.

U.S. Federal Income Taxation of U.S. Holders

Distributions

Subject to the discussion under " PFIC Status " below, any distributions made by us to a U.S. holder with respect to our common shares generally will constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of those earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. holder's tax basis in our common shares (determined on a share-by-share basis), and thereafter as capital gain. Because we are not a U.S. corporation, U.S. holders that are corporations will not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us.

Dividends paid on our common shares to a U.S. holder who is an individual, trust or estate, or a "non-corporate U.S. holder," will generally be treated as "qualified dividend income" that is taxable to such non-corporate U.S. holder at preferential tax rates, provided that (1) our common shares are readily tradable on an established securities market in the United States (such as the NYSE, on which our common shares, as a result of this offering, should be traded); (2) we are not a passive foreign investment company, or a" PFIC," for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we have been, are, or will be); (3) the non-corporate U.S. holder 's holding period of our common shares includes more than 60 days in the 121-day period beginning 60 days before the date on which our common shares becomes ex-dividend; and (4) the non-corporate U.S. holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. If we were to be a PFIC, as discussed below, for any year, dividends paid on our ordinary shares in such year or in the following year would not be qualified dividends. A non-corporate U.S. holder will be able to take qualified dividend income into account in determining its deductible investment interest (which is generally limited to its net investment income) only if it elects to do so; in such case, the dividend will be taxed at ordinary income rates. Non-corporate U.S. holders also may be required to pay a 3.8% surtax on all or part of such holder's "net investment income," which includes, among other items, dividends on our shares, subject to certain limitations and exceptions. Prospective investors are encouraged to consult their own tax advisors regarding the effect, if any, of this surtax on their ownership of our shares.

Amounts taxable as dividends generally will be treated as passive income from sources outside the U.S. However, if (a) we are 50% or more owned, by vote or value, by U.S. persons and (b) at least 10% of our earnings and profits are attributable to sources within the U.S., then for foreign tax credit purposes, a portion of our dividends would be treated as derived from sources within the U.S. With respect to any dividend paid for any taxable year, the U.S. source ratio of our dividends for foreign tax credit purposes would be equal to the portion of our earnings and profits from sources within the U.S.

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for such taxable year divided by the total amount of our earnings and profits for such taxable year. The rules related to U.S. foreign tax credits are complex and U.S. holders should consult their tax advisors to determine whether and to what extent a credit would be available.

Special rules may apply to any "extraordinary dividend"—generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder's adjusted basis (or fair market value in certain circumstances) in a share of our common shares—paid by us. If we pay an "extraordinary dividend" on our common shares that is treated as "qualified dividend income", then any loss derived by a non-corporate U.S. holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or Other Disposition of Common Shares

Subject to the discussion under " PFIC Status " below, a U.S. holder generally will recognize capital gain or loss upon a sale, exchange or other taxable disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. holder from such disposition and the U.S. holder's tax basis in such shares. Capital gain of a non-corporate U.S. holder generally is taxed at a lower rate than ordinary income where such holder has a holding period greater than one year. Such capital gain or loss generally will be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. A U.S. holder's ability to deduct capital losses is subject to certain limitations. Non-corporate U.S. holders also may be required to pay a 3.8% surtax on all or part of that holder's "net investment income," which generally may include, among other items, net gain attributable to the disposition of our shares, subject to certain limitations and exceptions. Prospective investors are encouraged to consult their own tax advisors regarding the effect, if any, of this surtax on their disposition of our shares.

PFIC Status

The foregoing discussion assumed that we are not and will not become a "passive foreign investment company," or "PFIC."

We will be a PFIC if either:

•: 75% or more of our gross income in a taxable year consists of "passive income" (generally including dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, as defined in applicable Treasury Regulations); or
•: at least 50% of our assets in a taxable year (averaged over the year and generally determined based upon value) produce or are held for the production of passive income.

For purposes of determining whether we are a PFIC, we will be treated as earning and owning a proportionate share of the income and assets, respectively, of our subsidiaries that have made special U.S. tax elections to be disregarded as separate entities (see " Taxation of the Company ") as well as of any other corporate subsidiary in which we own directly or indirectly at least 25% of the subsidiary's stock.

For purposes of these tests, income derived from the performance of services generally does not constitute passive income. By contrast, rental income would generally constitute passive income unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business. We intend to treat our income from the time and spot charter of vessels as services income, rather than rental income. Accordingly, we intend to take the position that such income does not constitute passive income, and that the assets that we will own and operate in connection with the production of that income, primarily our vessels, do not constitute passive assets for purposes of determining whether we are a PFIC. While there is no direct legal authority under the PFIC rules

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addressing our method of operation, there is some legal authority supporting the characterization of income derived from time charters and spot charters as services income for other tax purposes. However, there is also legal authority, which characterizes time charter income as rental income rather than services income for other tax purposes.

No assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover because there are uncertainties in the application of the PFIC rules and PFIC status is determined annually and is based on the composition of a company's income and assets (which are subject to change), we can provide no assurance that we will not become a PFIC in any future taxable year.

Subject to the QEF and mark-to-market elections discussed below, if we were to be treated as a PFIC for any taxable year (and regardless of whether we remain a PFIC for subsequent taxable years), (i) each U.S. holder who is treated as owning our common shares during such taxable year for purposes of the PFIC rules would be required to allocate any excess distributions received (i.e., the portion of any distributions received by the U.S. holder on our common shares in a taxable year in excess of 125 percent of the average annual distributions received by the U.S. holder in the three preceding taxable years, or, if shorter, the U.S. holder's holding period for our common shares) and any gain realized from the disposition of our common shares ratably over the U.S. holder's holding period of our common shares; (ii) the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be treated as ordinary income; and (iii) the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

A U.S. holder who holds our common shares during a period when we are a PFIC generally will be subject to the foregoing rules for that taxable year and all subsequent taxable years with respect to that U.S. holder's holding of our common shares, even if we ceased to be a PFIC, subject to certain exceptions for U.S. holders who made a mark-to-market or QEF election discussed below. U.S. holders are urged to consult their tax advisors regarding the PFIC rules, including as to the advisability of choosing to make a QEF or mark-to-market election.

QEF Election. The above rules relating to the taxation of excess distributions and dispositions will not apply to a U.S. holder who has made a timely "qualified electing fund," or a "QEF," election for all taxable years that the holder has held our common shares and we were a PFIC. Instead, each U.S. holder who has made a timely QEF election is required for each taxable year to include in income a pro rata share of our ordinary earnings as ordinary income and a pro rata share of our net capital gain as long term capital gain, regardless of whether we have made any distributions of the earnings or gain. The U.S. holder's basis in our common shares will be increased to reflect taxed but undistributed income. Distributions of income that had been previously taxed will result in a corresponding reduction in the basis of the common shares and will not be taxed again once distributed. A U.S. holder making a QEF election would generally recognize capital gain or loss on the sale, exchange or other disposition of our common shares. If we determine that we are a PFIC for any taxable year, we will use reasonable

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efforts to provide each U.S. holder with all necessary information in order to make the QEF election described above.

"Mark-to-Market" Election. Alternatively, if we were to be treated as a PFIC for any taxable year and provided that our common shares are treated as "regularly traded on a qualified exchange," which we believe will be the case as a result of this offering, a U.S. holder may make a mark-to-market election. There can be no assurance, however, that our common shares will be "regularly traded" for purposes of the mark-to-market election. Under a mark-to-market election, any excess of the fair market value of the common shares at the close of any taxable year over the U.S. holder's adjusted tax basis in the common shares is included in the U.S. holder's income as ordinary income. In addition, the excess, if any, of the U.S. holder's adjusted tax basis at the close of any taxable year over the fair market value of the common shares is deductible in an amount equal to the lesser of the amount of the excess or the amount of the net mark-to-market gains that the U.S. holder included in income in prior years. A U.S. holder's tax basis in our common shares would be adjusted to reflect any such income or loss. Gain realized on the sale, exchange or other disposition of our common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. holder.

U.S. Federal Income Taxation of Non-U.S. Holders

Non-U.S. holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us on our common shares unless the income is effectively connected income (and, if an applicable income tax treaty so provides, the dividends are attributable to a permanent establishment maintained by the non-U.S. holder in the U.S.).

Non-U.S. holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares, unless either:

•: the gain is effectively connected income (and, if an applicable income tax treaty so provides, the gain is attributable to a permanent establishment maintained by the non-U.S. holder in the U.S.); or
•: the non-U.S. holder is an individual who is present in the U.S. for 183 days or more during the taxable year of disposition and certain other conditions are met, in which case such gain (net of certain U.S. source losses) generally will be taxed at a 30% rate (unless an applicable income tax treaty provides otherwise).

Effectively connected income (or, if an income tax treaty applies, income attributable to a permanent establishment maintained in the U.S.) generally will be subject to regular U.S. federal income tax in the same manner as discussed in the section above relating to the taxation of U.S. holders. In addition, earnings and profits of a corporate non-U.S. holder that are attributable to such income, as determined after allowance for certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.

Non-U.S. holders may be subject to tax in jurisdictions other than the United States on dividends received from us on our common shares and on any gain realized upon the sale, exchange or other disposition of our common shares.

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Backup Withholding and Information Reporting

In general, payments of distributions on our common shares to, a non-corporate U.S. holder, and proceeds of, a disposition of, our common shares received by a non-corporate U.S. holder, may be subject to U.S. federal income tax information reporting requirements. Such payments may also be subject to U.S. federal backup withholding tax if the non-corporate U.S. holder:

•: fails to provide us with an accurate taxpayer identification number;
•: is notified by the IRS that they have become subject to backup withholding because they previously failed to report all interest or dividends required to be shown on their federal income tax returns; or
•: fails to comply with applicable certification requirements.

A non-U.S. holder that receives distributions on our common shares, or sells our common shares through the U.S. office of a broker, or a non-U.S. office of a broker with specified connections to the United States, may be subject to backup withholding and related information reporting unless the non-U.S. holder certifies that it is a non-U.S. person, under penalties of perjury, or otherwise establishes an exemption therefrom.

Backup withholding tax is not an additional tax. Holders generally may obtain a refund of any amounts withheld under backup withholding rules that exceed their income tax liability by timely filing a refund claim with the IRS.

Tax Return Disclosure Requirement

Certain U.S. holders (and to the extent provided in IRS guidance, certain non-U.S. holders) who hold interests in "specified foreign financial assets" (as defined in Section 6038D of the Code) are generally required to file an IRS Form 8938 as part of their U.S. federal income tax returns to report their ownership of such specified foreign financial assets, which may include our common shares, if the total value of those assets exceed certain thresholds. Substantial penalties may apply to any failure to timely file IRS Form 8938. In addition, in the event a holder that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. Holders should consult their own tax advisors regarding their tax reporting obligations.

MATERIAL MARSHALL ISLANDS TAX CONSIDERATIONS

The following are the material Marshall Islands tax consequences of our activities to us and to our shareholders of investing in our common shares. We are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax or income tax will be imposed upon payments of dividends by us to our shareholders or proceeds from the disposition of our common shares.

Holders are urged to consult their tax advisors concerning the U.S. federal, state and local and non-U.S. tax consequences of owning shares of our common stock.

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UNDERWRITING (CONFLICTS OF INTEREST)

Citigroup Global Markets Inc., UBS Securities LLC, Jefferies LLC and Evercore Group L.L.C. are acting as joint book-running managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter's name.

Underwriter		Number of Shares

Citigroup Global Markets Inc.
UBS Securities LLC
Jefferies LLC
Evercore Group L.L.C.
DNB Markets Inc.
Skandinaviska Enskilda Banken AB (publ)
Pareto Securities AS
Axia Capital Markets, LLC


Total

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the over-allotment option described below) if they purchase any of the shares.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ per share. If all the shares are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend to make sales to discretionary accounts.

If the underwriters sell more shares than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares at the public offering price less the underwriting discount. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter's initial purchase commitment. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. Any shares issued or sold under the option will be issued and sold on the same terms and conditions as the other shares that are the subject of this offering.

We, our officers and directors and certain shareholders have agreed that, for a period of 180 days from the date of this prospectus, subject to specified exceptions, we and they will not, without the prior written consent of Citigroup Global Markets Inc. and UBS Securities LLC, dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock. Citigroup and UBS in their sole discretion may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice.

Prior to this offering, there has been no public market for our shares. Consequently, the initial public offering price for the shares was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently

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prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares will develop and continue after this offering.

We have applied to have our shares listed on the New York Stock Exchange under the symbol "GNRT."

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' over-allotment option.

	Paid by Gener8 Maritime, Inc.

	No Exercise	Full Exercise
Per share	$	$
Total	$	$

We estimate that our portion of the total expenses of this offering will be $ . We have agreed to reimburse the underwriters for certain expenses relating to clearing this offering with the Financial Industry Regulatory Authority, Inc. in an amount up to $25,000.

In connection with the offering, the underwriters may purchase and sell shares in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the over-allotment option, and stabilizing purchases.

•

Short sales involve secondary market sales by the underwriters of a greater number of shares than they are required to purchase in the offering.

•: "Covered" short sales are sales of shares in an amount up to the number of shares represented by the underwriters' over-allotment option.
•: "Naked" short sales are sales of shares in an amount in excess of the number of shares represented by the underwriters' over-allotment option.

•

Covering transactions involve purchases of shares either pursuant to the underwriters' over-allotment option or in the open market in order to cover short positions.

•

To close a naked short position, the underwriters must purchase shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•

To close a covered short position, the underwriters must purchase shares in the open market or must exercise the over-allotment option. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

•

Stabilizing transactions involve bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the shares. They may also cause the price of the shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may

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conduct these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

Skandinaviska Enskilda Banken AB (publ) ("SEB") is not a U.S. registered broker-dealer and, therefore, intends to participate in the offering outside of the United States and, to the extent that the offering by SEB is within the United States, it will offer to and place common shares with investors through SEB Securities Inc, an affiliated U.S. broker-dealer. The activities of SEB in the United States will be effected only to the extent permitted by Rule 15a-6 of the Exchange Act.

Pareto Securities AS is not a U.S. registered broker-dealer and, therefore, intends to participate in the offering outside of the United States and, to the extent that the offering by Pareto Securities AS is within the United States, it will offer to and place common shares with investors through Pareto Securities Inc., an affiliated U.S. broker-dealer. The activities of Pareto Securities AS in the United States will be effected only to the extent permitted by Rule 15a-6 of the Exchange Act.

Conflicts of Interest

The underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. In addition, affiliates of some of the underwriters are lenders, and in some cases agents or managers for the lenders, under our senior secured credit facilities, and such affiliates may continue in these roles under the Refinancing Facility. An affiliate of Citigroup Global Markets Inc. is also expected to be a lender and serve as the global coordinator under the Export Credit Facilities. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. A typical such hedging strategy would include these underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Because at least 5% of the net proceeds of this offering, not including underwriting compensation, will be used to reduce or to retire the balance of the senior secured credit facilities extended by an affiliate of DNB Markets, Inc., an underwriter in this offering, this underwriter is deemed to have a "conflict of interest" under FINRA Rule 5121. Accordingly, this offering is being made in compliance with the applicable provisions of Rule 5121. The appointment of a "qualified independent underwriter" is not required in connection with this offering because the FINRA members primarily responsible for managing this offering do not have a conflict of interest, are not affiliates of any member that has a conflict of interest and meet the requirements of paragraph (f)(12)(E) of Rule 5121. In accordance with Rule 5121, DNB Markets, Inc. will not confirm any sales to any account over which it exercises discretionary authority without specific written approval of the transaction from the account holder.

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Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

•: to any legal entity which is a qualified investor as defined in the Prospectus Directive;
•: to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or
•: in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an "offer of securities to the public" in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a "relevant person"). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered

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or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

•: released, issued, distributed or caused to be released, issued or distributed to the public in France; or
•: used in connection with any offer for subscription or sale of the shares to the public in France. Such offers, sales and distributions will be made in France only:
•: to qualified investors ( investisseurs qualifiés ) and/or to a restricted circle of investors ( cercle restreint d'investisseurs ), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier ;
•: to investment services providers authorized to engage in portfolio management on behalf of third parties; or
•: in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations ( Règlement Général ) of the Autorité des Marchés Financiers , does not constitute a public offer ( appel public à l'épargne ).

The shares may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier .

Notice to Prospective Investors in Switzerland

This prospectus does not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the Swiss Code of Obligations ("CO") and the shares will not be listed on the SIX Swiss Exchange. Therefore, the prospectus may not comply with the disclosure standards of the CO and/or the listing rules (including any prospectus schemes) of the SIX Swiss Exchange. Accordingly, the shares may not be offered to the public in or from Switzerland, but only to a selected and limited circle of investors, which do not subscribe to the shares with a view to distribution.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase,

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whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•: a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
•: a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

•: to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;
•: where no consideration is or will be given for the transfer; or
•: where the transfer is by operation of law.

Notice to Prospective Investors in Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of Australia ("Corporations Act")) in relation to the common stock has been or will be lodged with the Australian Securities & Investments Commission ("ASIC"). This document has not been lodged with ASIC and is only directed to certain categories of exempt persons. Accordingly, if you receive this document in Australia:

•

you confirm and warrant that you are either:

•: a "sophisticated investor" under Section 708(8)(a) or (b) of the Corporations Act;
•: a "sophisticated investor" under Section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant's certificate to us which complies with the requirements of Section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;
•: a person associated with the company under Section 708(12) of the Corporations Act; or
•: a "professional investor" within the meaning of Section 708(11)(a) or (b) of the Corporations Act, and to the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer made to you under this document is void and incapable of acceptance; and

•

you warrant and agree that you will not offer any of the common stock for resale in Australia within 12 months of that common stock being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under Section 708 of the Corporations Act.

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LEGAL MATTERS

Various legal matters in connection with this offering will be passed on for us by Kramer Levin Naftalis & Frankel LLP, New York, New York, and Reeder & Simpson P.C., Majuro, Marshall Islands. The underwriters have been represented in connection with this offering by Cravath Swaine & Moore LLP, New York, New York.

EXPERTS

The consolidated financial statements of General Maritime Corporation as of December 31, 2014 and 2013 and for the years then ended included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such consolidated financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The following sections in this prospectus have been reviewed by Drewry Shipping Consultants Limited, which has confirmed to us that such sections accurately describe the international tanker market, subject to the availability and reliability of the data supporting the statistical information presented in this prospectus: (a) under the caption "Summary—Our Company" (i) the portion of the first sentence of the first paragraph beginning "the Navig8 Group" and ending "independent vessel pool managers"; (ii) the fourth sentence of the first paragraph; (iii) the portion of the second sentence of the third paragraph beginning "tanker market continues" and ending "capture significant upside"; (iv) the portion of the second sentence of the fifth paragraph beginning "increase in trip length" and ending "trade patterns"; (v) the portion of the third sentence of the sixth paragraph stating "an improving tanker market"; (vi) sentences one through two of the seventh paragraph; and (vii) the fourth and seventh sentences of the eighth paragraph; (b) under the caption " Summary—Business Opportunities " (i) the paragraph with the heading " Increasing freight rates offer opportunities for higher spot vessel earnings and vessel values "; (ii) the paragraph with the heading " Continued growth in crude oil demand "; (iii) the paragraph with the heading " Shifting supply and demand patterns driving increased ton-miles "; (iv) the first four sentences in the paragraph with the heading " Declining tanker orderbook and increased scrapping underpin limited growth in global tanker supply "; and (v) the first and third sentences of the paragraph with the heading " Attractive dynamics for sector consolidation "; (c) under the caption " Summary—Our Competitive Strengths " (i) the portion of the first sentence in the paragraph with the heading " Significant built-in growth from 21 "eco" VLCC newbuildings " beginning "following the delivery" and ending "fleets worldwide"; (ii) the portion beginning "making our fleet" and ending "based on current orders" of the second sentence of the paragraph with the heading " High-quality, versatile and young "eco" fleet "; (iii) the first and second sentences of the paragraph with the heading " Vessel employment strategy well positioned to capture upside from the improving tanker market "; and (iv) the fourth sentence of the paragraph with the heading " Strong commercial platform, enhanced by our strategic relationship with the Navig8 Group" ; (d) under the caption " Summary—Our Business Strategy ", the first sentence of the paragraph with the heading " Operate a young, high-quality fleet and continue to safely and effectively serve our customers "; (e) the second paragraph, excluding the first and last sentences, and the second sentence of the fourth paragraph of the Risk Factor titled " Our revenues may be adversely affected if we and/or our pool managers do not successfully employ our vessels "; (f) the fourth sentence and the portion of the fifth sentence stating "the tanker industry, which has been highly cyclical" of the first paragraph, the factors affecting supply and demand of tanker capacity discussed in the second paragraph and the first sentence of the last paragraph of the Risk Factor titled "The cyclical nature of the tanker industry may lead to volatility in charter rates and vessel values which may adversely affect our earnings "; (g) the first paragraph and the first sentence of the second paragraph of the Risk Factor titled " An over-supply of tanker capacity may lead to prolonged weakness or further reductions in charter rates, vessel values, and profitability "; (h) the first paragraph and the first clause of the title of the Risk Factor titled "The international tanker industry has experienced a drastic downturn after experiencing historically high charter rates and vessel values in early 2008, and a sustained or further downturn in this market may have an adverse effect on our earnings, impair our goodwill and the carrying

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value of our vessels and affect compliance with our loan covenants "; (i) the first paragraph of the Risk Factor titled " The market for crude oil and refined petroleum product transportation services is highly competitive and we may not be able to effectively compete "; (j) the Risk Factor titled " The market value of our vessels may fluctuate significantly, and we may incur impairment charges or incur losses when we sell vessels following a decline in their market value "; (k) the last sentence of the first paragraph and the portion of the second sentence of the second paragraph beginning "new market prices" and ending "the cost of newbuildings" of the Risk Factor titled " Declines in charter rates and other market deterioration could cause the market value of our vessels to decrease significantly "; (l) the first paragraph of the Risk Factor titled " The current state of the global financial markets and current economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business "; (m) the fourth and fifth sentences of the first paragraph of the Risk Factor titled " If economic conditions throughout the world do not improve, it will impede our operations "; (n) the second to last sentence of the first paragraph of the Risk Factor titled " The instability of the Euro or the inability of countries to refinance their debts could have a material adverse effect on our revenue, profitability and financial position "; (o) the third and sixth sentences of the first paragraph of the Risk Factor titled "A further economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, financial position and results of operations"; (p) the Risk Factors titled " Any decrease or prolonged weakness in shipments of crude oil may adversely affect our financial performance " and "Increasing self-sufficiency in energy by the United States could lead to a decrease or prolonged weakness in imports of oil to that country, which to date has been one of the largest importers of oil worldwide" and the Risk Factor titled " The employment of our vessels could be adversely affected by an inability to clear the oil majors' risk assessment process, and we could be in breach of our charter agreements with respect to the applicable vessels ," excluding the last two paragraphs; (q) the first four sentences of the first paragraph of the Risk Factor titled " Acts of piracy could adversely affect our business "; (r) the third sentence of the Risk Factor titled " Terrorist attacks, increased hostilities or war could lead to further economic instability, increased costs and disruption of our business "; (s) the first sentence of the second paragraph beginning with "These requirements can affect" of the Risk Factor titled " We are subject to requirements under environmental and operational safety laws, regulations and conventions that could require significant expenditures, affect our cash flows and net income and could subject us to significant liability "; (t) the fourth sentence of the second paragraph of the Risk Factor titled " Failure of counterparties, including charterers, pool managers or technical managers, to meet their obligations to us could have a material adverse effect on our business, financial condition, results of operations and cash flows "; (u) the first sentence of the second paragraph of the Risk Factor titled " The construction of our VLCC newbuildings requires the implementation of complex, new technology and is dependent upon factors outside of our control, and unexpected outcomes resulting from the implementation of such technology could adversely affect our profitability and future prospects "; (v) the portion of the second sentence beginning "latest technological improvements" and ending "decreased water resistance" and the third sentence of the Risk Factor titled " No assurance can be given that our newbuildings will provide the fuel consumption savings that we expect, or that we will fully realize any fuel efficiency benefits of our newbuildings "; (w) the factors that could lead to delay of receipt of newbuildings discussed in the Risk Factor titled " Delays in deliveries of any of our 21 VLCC newbuildings or any other new vessels that we may order, or delivery of any of the vessels with significant defects, could harm our operating results and lead to the termination of any related charters that may be entered into prior to their delivery "; (x) the Risk Factor titled " There may be risks associated with the purchase and operation of secondhand vessels, " excluding the first, third and last sentences; (y) the Risk Factor titled " Our operating results may fluctuate seasonally "; (z) the second paragraph of the Risk Factor titled " An increase in costs could materially and adversely affect our financial performance ," excluding the first sentence; (aa) the portion of the second to last sentence beginning "drastic fall" and ending "capacity and services" of the second paragraph of the Risk Factor titled " Our history of operations includes periods of operating and net losses, and we may incur operating and net losses in the future. Our significant net losses and our significant amount of indebtedness led us to declare bankruptcy in 2011 "; (bb) the last sentence of the second paragraph and the second and fifth

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sentences of the third paragraph of the Risk Factor titled " We may face unexpected repair costs for our vessels "; (cc) the first seven sentences of the second paragraph of the Risk Factor titled " The revenues we earn may be dependent on the success and profitability of any vessel pools in which our vessels operate "; (dd) the first paragraph, excluding the first sentence, and the sixth sentence of the second paragraph of the Risk Factor titled " Shipping is an inherently risky business and our insurance may not be adequate "; (ee) the last sentence of the first paragraph of the Risk Factor titled " The risks associated with older vessels could adversely affect our operations "; (ff) the Risk Factor titled " Consolidation and governmental regulation of suppliers may increase the cost of obtaining supplies or restrict our ability to obtain needed supplies, which may have a material adverse effect on our results of operations and financial condition "; (gg) the first sentence of the first paragraph of the Risk Factor titled " Fluctuations in the market value of our fleet may adversely affect our liquidity and may result in breaches under our financing arrangements and sales of vessels at a loss "; (hh) under the caption " Management's Discussion and Analysis of Financial Condition and Results of Operations—General " the portion of the first sentence beginning "the Navig8 Group" and ending "vessel pool managers," and the fourth sentence; (ii) under the caption " Management's Discussion and Analysis of Financial Condition and Results of Operations—Spot and Time Charter Deployment ": (jj) sentences one through ten and sentence thirteen of the second paragraph; (kk) the fourth and fifth sentences of the first paragraph under the caption " Management's Discussion and Analysis of Financial Condition and Results of Operations—Net Voyage Revenues as Performance Measure "; (ll) the fourth to last sentence in the paragraph under the caption " Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Revenue Recognition "; (mm) the first sentence of the second paragraph under the caption " Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Impairment of Long-Lived Assets "; (nn) the first sentence of the first paragraph under the caption " Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure of Market Risk—Foreign Exchange Rate Risk "; (oo) the third sentence of the first paragraph under the caption " Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure of Market Risk—Commodity Risk "; (pp) the section under the caption "The International Oil Tanker Shipping Industry" (qq) under the caption "Business—Our Company" (i) the portion of the first sentence beginning "the Navig8 Group" and ending "vessel pool managers," and the fourth sentence; (ii) the portion of the second sentence stating "the tanker market continues its expected recovery" of the third paragraph beginning "We believe we are uniquely positioned"; (iii) the portion of the second sentence beginning "increase in trip length" and ending "shifting trade patterns" of the fifth paragraph; (iv) the portion of the third sentence stating "an improving tanker market" of the sixth paragraph; (v) the seventh paragraph, excluding the second to last and last sentences; and (vi) the fourth sentence and the second to last sentence of the eighth paragraph; (rr) under the caption " Business—Our Competitive Strengths " (i) the portion of the first sentence beginning "following the delivery" and ending "fleets worldwide" under the heading " Significant built-in growth from 21 "eco" VLCC newbuildings "; (ii) the portion of the second sentence beginning "to 4.9 years" and ending "tanker companies based on current orders" under the heading " High-quality, versatile and young "eco" fleet "; (iii) the portion of the first sentence beginning "the continued increase" and ending "oil ton-miles" and the second sentence under the heading " Vessel employment strategy well positioned to capture upside from the improving tanker market "; and (iv) the fourth sentence of the paragraph with the heading " Strong commercial platform, enhanced by our strategic relationship with the Navig8 Group" ; (ss) under the caption " Business—Our Business Strategy " the portion of the first sentence stating "which we believe will be among the youngest crude tanker fleets in the industry" under the heading " Operate a young, high-quality fleet and continue to safely and effectively serve our customers "; (tt) the portion of the first sentence stating "quality yards" of the first paragraph under the caption " Business—Vessel Acquisitions and Disposals—2015 Acquired VLCC Newbuildings "; (uu) the second and third sentences and the portion of the fourth sentence stating "Due to the historically low charter rates in recent years" of the paragraph under the caption "Business—Employment of our Fleet "; (vv) the fifth sentence of the first paragraph under the caption " Business—Employment of our Fleet—VL8, Suez8 and V8 Pools "; (ww) the first four paragraphs under the caption

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" Business—Oil Major Vetting Process "; (xx) the last two sentences of the first paragraph under the caption " Business—Operations and Ship Management—Commercial Management " (yy) the third sentence of the first paragraph and the second paragraph under the caption "Business—Operations and Ship Management—Technical Management ," excluding the portion of the second paragraph stating "hold themselves to strict quality standards and"; (zz) the first two paragraphs under the caption "Business—Competition"; (aaa) the first sentence under the caption " Business—Seasonality "; and (bbb) the section titled "Glossary of Shipping Terms."

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to our common shares offered hereby. This prospectus which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. Some items are omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the common shares offered hereby, we refer you to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus as to the contents of any contract, agreement or any other document are summaries of the material terms of this contract, agreement or other document. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, reference is made to the exhibits for a more complete description of the matter involved. A copy of the registration statement, and the exhibits and schedules thereto, may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and copies of these materials may be obtained from those offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facility. The SEC maintains a web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of the SEC's website is www.sec.gov.

Upon completion of this offering, we will be required and we intend to file periodic reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. To comply with these requirements, we will file periodic reports, proxy statements and other information with the SEC. In addition, we intend to make available on or through our internet website, www.gener8maritime.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a Marshall Islands company, and we expect that substantially all of our assets and those of our subsidiaries will be located outside of the United States. As a result, you should not assume that courts in the countries in which we are incorporated or where our assets are located (1) would enforce judgments of U.S. courts obtained in actions against us based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce liabilities against us based upon these laws. As a result, it may be difficult or impossible for you to bring an original action against us or against these individuals in a Marshall Islands court in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise because the Marshall Islands courts would not have subject matter jurisdiction to entertain such a suit.

Reeder & Simpson PC, our counsel as to Marshall Islands law, has advised us that the Marshall Islands does not have a specific treaty with the United States and many other countries providing for the reciprocal recognition and enforcement of judgments of courts. However, pursuant to statutory law, the Marshall Islands courts will enforce money judgments of foreign courts without a retrial on the merits if the provisions of the Marshall Islands Uniform Foreign Money-Judgments Recognition Act are complied with and there would be no impediment for you to originate an action in the Marshall Islands based upon Marshall Islands law.

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GLOSSARY OF SHIPPING TERMS

The following are abbreviations and definitions of certain terms commonly used in the shipping industry and this annual report. The terms are taken from the Marine Encyclopedic Dictionary (Sixth Edition) published by Lloyd's of London Press Ltd. and other sources, including information supplied by us.

Aframax tanker. Tanker ranging in size from 80,000 DWT to 120,000 DWT.

American Bureau of Shipping. American classification society.

Annual survey. The inspection of a vessel pursuant to international conventions, by a classification society surveyor, on behalf of the flag state, that takes place every year.

Bareboat charter. Contract or hire of a vessel under which the shipowner is usually paid a fixed amount for a certain period of time during which the charterer is responsible for the complete operation and maintenance of the vessel, including crewing.

Bunker Fuel. Fuel supplied to ships and aircraft in international transportation, irrespective of the flag of the carrier, consisting primarily of residual fuel oil for ships and distillate and jet fuel oils for aircraft.

Cabotage. The transport of cargo by sea between ports in the same country, sometimes reserved for national flag vessels.

CAGR. Compound average growth rate.

Charter. The hire of a vessel for a specified period of time or to carry a cargo from a loading port to a discharging port. A vessel is "chartered in" by an end user and "chartered out" by the provider of the vessel.

Charterer. The individual or company hiring a vessel.

Charterhire. A sum of money paid to the shipowner by a charterer under a charter for the use of a vessel.

Classification society. A private, self-regulatory organization which has as its purpose the supervision of vessels during their construction and afterward, in respect to their seaworthiness and upkeep, and the placing of vessels in grades or "classes" according to the society's rules for each particular type of vessel.

Daewoo. Daewoo Shipbuilding & Marine Engineering Co., Ltd.

Demurrage. The delaying of a vessel caused by a voyage charterer's failure to load, unload, etc. before the time of scheduled departure. The term is also used to describe the payment owed by the voyage charterer for such delay.

Double-hull. Hull construction design in which a vessel has an inner and outer side and bottom separated by void space, usually several feet in width.

Double-sided. Hull construction design in which a vessel has watertight protective spaces that do not carry any oil and which separate the sides of tanks that hold any oil within the cargo tank length from the outer skin of the vessel.

Drydock. Large basin where all the fresh/sea water is pumped out to allow a vessel to dock in order to carry out cleaning and repairing of those parts of a vessel which are below the water line.

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DNV GL. Norwegian classification society.

DWT. Deadweight ton. A unit of a vessel's capacity, for cargo, fuel oil, stores and crew, measured in metric tons of 1,000 kilograms. A vessel's DWT or total deadweight is the total weight the vessel can carry when loaded to a particular load line.

Gross ton. Unit of 100 cubic feet or 2.831 cubic meters.

Handymax tanker. Tanker ranging in size from 40,000 DWT to 60,000 DWT.

HHI. Hyundai Heavy Industries Co., Ltd.

HHIC Phil Inc. Hanjin Heavy Industries (Philippines).

HSHI. Hyundai Samho Heavy Industries

Hull. Shell or body of a vessel.

IMO. International Maritime Organization, a United Nations agency that sets international standards for shipping.

Intermediate survey. The inspection of a vessel by a classification society surveyor which takes place approximately two and half years before and after each special survey. This survey is more rigorous than the annual survey and is meant to ensure that the vessel meets the standards of the classification society.

Lightering. To put cargo in a lighter to partially discharge a vessel or to reduce her draft. A lighter is a small vessel used to transport cargo from a vessel anchored offshore.

LWT. Lightweight tons.

Net voyage revenues. Voyage revenues minus voyage expenses.

Newbuilding. A new vessel under construction or just completed.

OECD. Organization for Economic Co-operation and Development.

Off hire. The period a vessel is unable to perform the services for which it is immediately required under its contract. Off hire periods include days spent on repairs, drydockings, special surveys and vessel upgrades. Off hire may be scheduled or unscheduled, depending on the circumstances.

Panamax tanker. Tanker ranging in size from 60,000 DWT to 80,000 DWT.

P&I Insurance. Third-party indemnity insurance obtained through a mutual association, or P&I Club, formed by shipowners to provide protection from third-party liability claims against large financial loss to one member by contribution towards that loss by all members.

Scrapping. The disposal of old vessel tonnage by way of sale as scrap metal.

SWS. China's Shanghai Waigaoqiao Shipbuilding

SIRE discharge reports. A hydrocarbon discharge ship inspection report carried out under the Ship Inspection Report Program (SIRE) of the Oil Companies International Marine Forum, a voluntary association of oil companies (including all the oil majors) having an interest in the shipment of crude oil and oil products and the operation of terminals.

Sister ship. Ship built to same design and specifications as another.

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Special survey. The inspection of a vessel by a classification society surveyor that takes place every four to five years.

Spot market. The market for immediate chartering of a vessel, usually on voyage charters.

Suezmax tanker. Tanker ranging in size from 120,000 DWT to 200,000 DWT.

Tanker. Vessel designed for the carriage of liquid cargoes in bulk with cargo space consisting of many tanks. Tankers carry a variety of products including crude oil, refined products, liquid chemicals and liquid gas. Tankers load their cargo by gravity from the shore or by shore pumps and discharge using their own pumps.

TCE. Time charter equivalent. TCE is a measure of the average daily revenue performance of a vessel on a per voyage basis determined by dividing net voyage revenue by total operating days for fleet.

Time charter. Contract for hire of a vessel under which the shipowner is paid charterhire on a per day basis for a certain period of time. The shipowner is responsible for providing the crew and paying operating costs while the charterer is responsible for paying the voyage expenses. Any delays at port or during the voyages.

VLCC. Acronym for Very Large Crude Carrier, or a tanker ranging in size from 200,000 DWT to 320,000 DWT.

Voyage charter. A Charter under which a customer pays a transportation charge for the movement of a specific cargo between two or more specified ports. The shipowner pays all voyage expenses, and all vessel expenses, unless the vessel to which the Charter relates has been time chartered in. The customer is liable for demurrage, if incurred.

Worldscale. Industry name for the Worldwide Tanker Nominal Freight Scale published annually by the Worldscale Association as a rate reference for shipping companies, brokers, and their customers engaged in the bulk shipping of oil in the international markets. Worldscale is a list of calculated rates for specific voyage itineraries for a standard vessel, as defined, using defined voyage cost assumptions such as vessel speed, fuel consumption and port costs. Actual market rates for voyage charters are usually quoted in terms of a percentage of Worldscale.

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GENERAL MARITIME CORPORATION

INDEX TO FINANCIAL STATEMENTS


Consolidated Financial Statements for the Years Ended December 31, 2014 and 2013
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets			F-3
Consolidated Statements of Operations			F-4
Consolidated Statements of Comprehensive Loss			F-5
Consolidated Statements of Shareholders' Equity			F-6
Consolidated Statements of Cash Flows			F-7
Notes to Consolidated Financial Statements			F-8
Condensed Consolidated Financial Statements for the Three Months Ended March 31, 2015 and 2014
Condensed Consolidated Balance Sheets			F-40
Condensed Consolidated Statements of Operations			F-41
Condensed Consolidated Statements of Comprehensive Income			F-42
Condensed Consolidated Statement of Shareholders' Equity			F-43
Condensed Consolidated Statements of Cash Flows			F-44
Notes to Condensed Consolidated Financial Statements			F-45

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
General Maritime Corporation
New York, New York

We have audited the accompanying consolidated balance sheets of General Maritime Corporation and subsidiaries (the "Company") as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss, shareholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of General Maritime Corporation and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
New York, New York
March 31, 2015

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GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2014 AND 2013

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

	December 31, 2014			December 31, 2013

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	147,303		$	97,707
Restricted cash		660			659
Due from charterers, net		50,007			45,610
Vessel held for sale		—			5,899
Prepaid expenses and other current assets		32,692			50,813

Total current assets		230,662			200,688

NONCURRENT ASSETS:
Vessels, net of accumulated depreciation of $109,235 and $69,734, respectively		814,528			873,435
Vessels under construction		257,581			—
Other fixed assets, net		2,985			2,711
Deferred drydock costs, net		14,361			6,728
Deferred financing costs, net		1,805			2,187
Other assets		11,872			6,706
Goodwill		27,131			30,479

Total noncurrent assets		1,130,263			922,246

TOTAL ASSETS	$	1,360,925		$	1,122,934



LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	52,770		$	79,508

Total current liabilities		52,770			79,508

NONCURRENT LIABILITIES:
Long-term debt		790,835			677,632
Other noncurrent liabilities		171			104

Total noncurrent liabilities		791,006			677,736

TOTAL LIABILITIES		843,776			757,244

COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Class A common stock, $0.01 par value per share; authorized 50,000,000 shares; issued and outstanding 11,270,196 shares at December 31, 2014 and 2013		113			113
Class B common stock, $0.01 par value per share; authorized 30,000,000 shares; issued and outstanding 22,002,998 and 11,314,170 shares at December 31, 2014 and December 31, 2013, respectively		220			113
Preferred stock, $0.01 par value per share; authorized 5,000,000 shares; issued and outstanding 0 shares at December 31, 2014 and 2013		—			—
Paid-in capital		809,477			611,231
Accumulated deficit		(292,990	)		(245,906	)
Accumulated other comprehensive income		329			139

Total shareholders' equity		517,149			365,690

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,360,925		$	1,122,934

See notes to consolidated financial statements.

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GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

	For the Years Ended December 31,

	2014			2013
VOYAGE REVENUES:
Voyage revenues	$	392,409		$	356,669

OPERATING EXPENSES:
Voyage expenses		239,906			259,982
Direct vessel operating expenses		84,209			90,297
General and administrative		22,418			21,814
Depreciation and amortization		46,118			45,903
Loss on goodwill impairment		2,099			—
Goodwill write-off for sales of vessels		1,249			1,068
Loss on impairment of vessel		—			2,048
Loss on disposal of vessels and vessel equipment		8,729			2,452
Closing of Portugal office		5,123			—

Total operating expenses		409,851			423,564

OPERATING LOSS		(17,442	)		(66,895	)

OTHER EXPENSES:
Interest expense, net		(29,849	)		(34,643	)
Other income (expenses), net		469			(30	)

Total other expenses		(29,380	)		(34,673	)

Loss before reorganization items, net		(46,822	)		(101,568	)
Reorganization items, net		(262	)		495

NET LOSS	$	(47,084	)	$	(101,073	)



NET LOSS PER CLASS A AND CLASS B COMMON SHARE:
Basic	$	(1.54	)	$	(8.64	)



Diluted	$	(1.54	)	$	(8.64	)

See notes to consolidated financial statements.

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GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(DOLLARS IN THOUSANDS)

	For the Years Ended December 31,

	2014			2013
Net loss	$	(47,084	)	$	(101,073	)

Other comprehensive income:
Foreign currency translation adjustments		190			57

Total other comprehensive income		190			57

Comprehensive loss	$	(46,894	)	$	(101,016	)

See notes to consolidated financial statements.

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GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(DOLLARS IN THOUSANDS)

	Common Stock		Preferred Stock			Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income		Total Shareholders' Equity

Balance as of January 1, 2013	$	112	$	—		$	402,728		$	(143,667	)	$	82	$	259,255
Net loss										(101,073	)				(101,073	)
Foreign currency translation adjustments													57		57
Issuance of 102,227 shares of common stock to settle a payable		1					2,828								2,829
Issuance of 10,146 shares of preferred stock				10,146			(331	)							9,815
Conversion of 10,146 shares of preferred stock to 611,468 shares of Class B common stock				(10,146	)		11,312			(1,166	)				—
Issuance of 10,702,702 shares of Class B common stock		113					193,329								193,442
Amortization of stock based compensation							1,365								1,365

Balance as of December 31, 2013		226		—			611,231			(245,906	)		139		365,690
Net loss										(47,084	)				(47,084	)
Foreign currency translation adjustments													190		190
Issuance of 10,688,828 shares of Class B common stock		107					197,031								197,138
Amortization of stock based compensation							1,215								1,215

Balance as of December 31, 2014	$	333	$	—		$	809,477		$	(292,990	)	$	329	$	517,149

See notes to consolidated financial statements.

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GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(DOLLARS IN THOUSANDS)

	For the Years Ended December 31,

	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(47,084	)	$	(101,073	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on disposal of vessels and vessel equipment		8,729			2,452
Loss on impairment of vessel		—			2,048
Goodwill write-off for sales of vessels		1,249			1,068
Loss on goodwill impairment		2,099			—
Payment-in-kind interest expense		7,354			—
Depreciation and amortization		46,118			45,903
Amortization of deferred financing costs		737			201
Stock-based compensation expense		1,215			1,365
Write-off of deferred financing costs		—			24
Net unrealized gain on derivative financial instruments		—			(1,964	)
Allowance for bad debts		1,990			2,005
Changes in assets and liabilities:
Increase in due from charterers		(6,388	)		(25,411	)
Decrease (increase) in prepaid expenses and other current and noncurrent assets		10,960			(4,748	)
(Decrease) increase in accounts payable and other current and noncurrent liabilities		(25,989	)		44,442
Decrease in deferred voyage revenue		—			(1,534	)
Deferred drydock costs incurred		(12,787	)		(5,250	)

Net cash used in operating activities		(11,797	)		(40,472	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Installment payments for purchase of vessels		(248,623	)		—
Payment of capitalized interest		(6,629	)		—
Proceeds from sale of vessels		22,703			7,546
Purchase of vessel improvements and other fixed assets		(5,470	)		(3,244	)

Net cash (used in) provided by investing activities		(238,019	)		4,302

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Senior Notes		125,020			—
Borrowings on credit facilities		—			18,870
Repayments of credit facilities		(21,371	)		(116,140	)
Proceeds from issuance of common stock		197,743			198,000
Proceeds from issuance of preferred stock		—			10,146
Payment of common stock issuance costs		(1,621	)		(3,908	)
Payment of preferred stock issuance costs		—			(331	)
Deferred financing costs paid		(354	)		(1,736	)

Net cash provided by financing activities		299,417			104,901

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(5	)		55

NET INCREASE IN CASH AND CASH EQUIVALENTS		49,596			68,786
CASH AND CASH EQUIVALENTS, beginning of year		97,707			28,921

CASH AND CASH EQUIVALENTS, end of year	$	147,303		$	97,707



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION—
Cash paid during the year for interest, net of payment of capitalized interest	$	22,157		$	35,691

See Note 2 for supplementary information of noncash items.

See notes to consolidated financial statements.

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS —Incorporated on February 1, 1997, under the Laws of Republic of the Marshall Islands, General Maritime Corporation and its wholly-owned subsidiaries (collectively, the "Company") provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet at December 31, 2014 consisted of twenty five tankers in operation (seven Very Large Crude Carriers ("VLCCs"), eleven Suezmax tankers, four Aframax tankers, two Panamax tankers, and one Handymax tanker) and seven newbuilding VLCCs under construction. The Company operates its business in one business segment, which is the transportation of international seaborne crude oil and petroleum products.

The Company's vessels are primarily available for charter on a spot voyage or time charter basis. Under a spot voyage charter, which generally lasts from several days to several weeks, the owner of a vessel agrees to provide the vessel for the transport of specific goods between specific ports in return for the payment of an agreed-upon freight per ton of cargo or, alternatively, for a specified total amount. All operating and specified voyage costs are paid by the owner of the vessel.

A time charter involves placing a vessel at the charterer's disposal for a set period of time, generally one to three years, during which the charterer may use the vessel in return for the payment by the charterer of a specified daily or monthly hire rate. In time charters, operating costs such as for crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel, canal and port charges are paid by the charterer.

The Company is party to certain commercial pooling arrangements. Commercial pools are designed to provide for effective chartering and commercial management of similar vessels that are combined into a single fleet to improve customer service, increase vessel utilization and capture cost efficiencies (see Note 14).

BASIS OF PRESENTATION —The financial statements of the Company have been prepared on the accrual basis of accounting and presented in United States Dollar (USD or $) which is the functional currency of the Company. A summary of the significant accounting policies followed in the preparation of the accompanying financial statements, which conform with accounting principles generally accepted in the United States of America, is presented below.

ACCOUNTING FOR THE CHAPTER 11 FILING —On May 17, 2012 (the "Effective Date"), the Company completed its financial restructuring and emerged from chapter 11 of the United States Bankruptcy Code through a series of transactions contemplated by the Plan of Reorganization (the "Chapter 11 Plan"), and the Chapter 11 Plan became effective pursuant to its terms. The Company follows the guidance of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 852, Reorganizations. Pursuant to this, the Company adopted fresh start accounting which results in a new basis of accounting and reflects the allocation of the Company's estimated fair value to its underlying assets and liabilities. The excess of reorganization value over the fair value of tangible and identifiable intangible assets and liabilities is recorded as goodwill.

BUSINESS GEOGRAPHICS —Non-U.S. operations accounted for a majority of our revenues and results of operations. Vessels regularly move between countries in international waters, over hundreds of trade routes. It is therefore impractical to assign revenues, earnings or assets from the transportation of international seaborne crude oil and petroleum products by geographical area.

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SEGMENT REPORTING —Each of the Company's vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, the transportation of crude oil and petroleum products with its fleet of vessels.

PRINCIPLES OF CONSOLIDATION —The accompanying consolidated financial statements include the accounts of General Maritime Corporation and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

REVENUE AND EXPENSE RECOGNITION —Revenue and expense recognition policies for spot market voyage and time charter agreements are as follows:

SPOT MARKET VOYAGE CHARTERS. Spot market voyage revenues are recognized on a pro rata basis based on the relative transit time in each period. The period over which voyage revenues are recognized commences at the time the vessel departs from its last discharge port and ends at the time the discharge of cargo at the next discharge port is completed. The Company does not begin recognizing revenue until a charter has been agreed to by the customer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage. The Company does not recognize revenue when a vessel is off hire. Estimated losses on voyages are provided for in full at the time such losses become evident. Voyage expenses primarily include only those specific costs which are borne by the Company in connection with voyage charters which would otherwise have been borne by the charterer under time charter agreements. These expenses principally consist of fuel, canal and port charges which are generally recognized as incurred. Demurrage income represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the spot market voyage charter. Demurrage income is measured in accordance with the provisions of the respective charter agreements and the circumstances under which demurrage claims arise and is recognized on a pro rata basis over the length of the voyage to which it pertains. At December 31, 2014 and 2013, the Company has a reserve of approximately $2,100 and $2,093, respectively, against its due from charterers balance associated with freight and demurrage revenues.

TIME CHARTERS. Revenue from time charters is recognized on a straight-line basis over the term of the respective time charter agreement. Direct vessel operating expenses are recognized when incurred. Time charter agreements require, among others, that the vessels meet specified speed and bunker consumption standards. The Company believes that there may be unasserted claims relating to its time charters of $1,455 as of December 31, 2014 and 2013 for which the Company has reduced its amounts due from charterers to the extent that there are amounts due from charterers with asserted or unasserted claims or as an accrued expense to the extent the claims exceed amounts due from such charterers.

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life would be adjusted, if necessary, at the date such regulations are adopted. In addition, the Company estimates residual value of its vessels to be $265/LWT (light weight ton).

Depreciation is based on cost, adjusted to fair value pursuant to fresh-start reporting, less the estimated residual scrap value. Depreciation expense of vessel assets for the years ended December 31, 2014 and 2013 totaled $42,419 and $44,096, respectively. Undepreciated cost of any asset component being replaced is written off as a component of Loss on disposal of vessels and vessel equipment. Expenditures for routine maintenance and repairs are expensed as incurred. Leasehold improvements are depreciated over the shorter of the life of the assets (10 years) or the remaining term of the lease.

VESSELS UNDER CONSTRUCTION —Vessels under construction represent the cost of acquiring contracts to build vessels, installments paid to shipyards, certain other payments made to third parties and interest costs incurred during the construction of vessels (until the vessel is substantially complete and ready for its intended use). During the years ended December 31, 2014 and 2013, the Company capitalized interest expense associated with vessels under construction of $8,958 and $0, respectively.

OTHER FIXED ASSETS, NET —Other fixed assets, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives:

DESCRIPTION		USEFUL LIVES

Furniture and fixtures		10 years
Vessel and computer equipment		5 years

REPLACEMENTS, RENEWALS AND BETTERMENTS —The Company capitalizes and depreciates the costs of significant replacements, renewals and betterments to its vessels over the shorter of the vessel's remaining useful life or the life of the renewal or betterment. The amount capitalized is based on management's judgment as to expenditures that extend a vessel's useful life or increase the operational efficiency of a vessel. Costs that are not capitalized are written off as a component of direct vessel operating expense during the period incurred. Expenditures for routine maintenance and repairs are expensed as incurred.

GOODWILL —The Company follows the provisions of FASB ASC 350-20-35, Intangibles—Goodwill and Other . This statement requires that goodwill and intangible assets with indefinite lives be tested for impairment at least annually or when there is a triggering event and written down with a charge to operations when the carrying amount of the reporting unit that includes goodwill exceeds the estimated fair value of the reporting unit. If the carrying value of the goodwill exceeds the reporting unit's implied goodwill, such excess must be written off. Goodwill as of December 31, 2014 and 2013 was $27,131 and $30,479, respectively. Goodwill of $1,249 (relating to one vessel sold in July 2014) and $1,068 (relating to one vessel sold in October 2013 and another sold in February 2014), respectively, was written off during the years ended December 31, 2014 and 2013. During the year ended December 31, 2014, the Company recorded $2,099 of goodwill impairment as a result of our annual assessment. Refer to Note 3—Goodwill impairment for additional information.

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

IMPAIRMENT OF LONG-LIVED ASSETS —The Company follows FASB ASC 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets , which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the asset's carrying amount. In the evaluation of the future benefits of long-lived assets, the Company performs an analysis of the anticipated undiscounted future net cash flows of the related long-lived assets. If the carrying value of the related asset exceeds the undiscounted cash flows, the carrying value is reduced to its fair value. The Company estimates fair value primarily through the use of third party valuations performed on an individual vessel basis. Various factors, including the use of trailing 10-year industry average for each vessel class to forecast future charter rates and vessel operating costs, are included in this analysis.

During 2013, the Company prepared an analysis which estimated the future undiscounted cash flows for each vessel at November 30, 2013. Based on the analysis, which included consideration of the Company's long-term intentions relative to its vessels, including its assessment of whether the Company would drydock and continue to operate its older vessels, it was determined that the impairment loss in 2013 amounted to $2,048, which was related to one vessel sold in February 2014 and was calculated as the difference between the vessel's carrying value and its net realizable value. During 2014, the Company did not perform such analysis to estimate the future undiscounted cash flows for each vessel due to the upward trend in vessel values and shipping rates and lack of indicators for vessel impairment during the period.

DEFERRED DRYDOCK COSTS, NET —Approximately every thirty to sixty months, the Company's vessels are required to be drydocked for major repairs and maintenance, which cannot be performed while the vessels are operating. The Company defers costs associated with the drydocks as they occur and amortizes these costs on a straight-line basis over the estimated period between drydocks. Amortization of drydock costs is included in depreciation and amortization in the consolidated statements of operations. For the years ended December 31, 2014 and 2013, amortization was $2,773 and $1,107, respectively. The accumulated amortization decreased by $50 during the year ended December 31, 2014 due to the sale of a vessel. Accumulated amortization as of December 31, 2014 and 2013 was $4,038 and $1,315, respectively.

The Company only includes in deferred drydock costs those direct costs that are incurred as part of the drydock to meet regulatory requirements, or are expenditures that add economic life to the vessel, increase the vessel's earnings capacity or improve the vessel's efficiency. Direct costs include shipyard costs as well as the costs of placing the vessel in the shipyard. Expenditures for normal maintenance and repairs, whether incurred as part of the drydock or not, are expensed as incurred.

DEFERRED FINANCING COSTS, NET —Deferred financing costs include origination fees and amendment fees paid to the banks associated with securing new loan facilities. These costs are amortized on a straight-line basis over the life of the related debt, which is included in interest expense. Amortization for the years ended December 31, 2014 and 2013 was $737 and $201, respectively. Accumulated amortization as of December 31, 2014 and 2013 was $924 and $187, respectively.

COMPREHENSIVE LOSS —The Company follows FASB ASC 220, Reporting Comprehensive Income , which establishes standards for reporting and displaying comprehensive income and its

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

components in the financial statements. Comprehensive loss is comprised of net loss and foreign currency translation adjustments.

ACCOUNTING ESTIMATES —The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On the Effective Date, the Company's assets and liabilities were adjusted to their fair values. Significant ongoing estimates include goodwill, vessel and drydock valuations and the valuation of amounts due from charterers. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS —Cash and cash equivalents include cash on deposit in overnight deposit accounts and investments in term deposits with maturities of three months or less at the time of purchase.

NET LOSS PER SHARE —Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised.

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	Years ended

	December 31, 2014						December 31, 2013
	Class A*			Class B			Class A*			Class B
Basic net loss per share:
Numerator:
Allocation of net loss applicable to common stock	$	(17,402	)	$	(29,682	)	$	(97,148	)	$	(5,091	)
Denominator:
Weighted-average shares outstanding, basic		11,270,196			19,222,626			11,237,987			588,957

Basic net loss per share	$	(1.54	)	$	(1.54	)	$	(8.64	)	$	(8.64	)



Diluted net loss per share:
Numerator:
Allocation of net loss applicable to common stock	$	(17,402	)	$	(29,682	)	$	(97,148	)	$	(5,091	)
Reallocation of net loss as a result of assumed conversion of Class B to Class A shares		(29,682	)		—			(5,091	)		—

Allocation of net loss applicable to common stock	$	(47,084	)	$	(29,682	)	$	(102,239	)	$	(5,091	)

Denominator:
Weighted-average shares outstanding used in basic computation		11,270,196			19,222,626			11,237,987			588,957
Add:
Assumed conversion of Class B to Class A shares		19,222,626			—			588,957			—

Weighted-average shares outstanding, diluted		30,492,822			19,222,626			11,826,944			588,957

Diluted net loss per share	$	(1.54	)	$	(1.54	)	$	(8.64	)	$	(8.64	)

*: Common shares were reclassified as Class A shares on December 12, 2013 on a one-to-one basis. Such reclassification has been retrospectively reflected herein. Options to purchase 343,662 and 364,847 shares of Class A stock were excluded from the above calculation for the years ended December 31, 2014 and 2013, respectively, because the impact is anti-dilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS —With the exception of the Company's long-term debt (see Notes 11 and 12), the estimated fair values of the Company's financial instruments approximate their individual carrying amounts as of December 31, 2014 and 2013 due to their short-term or variable-rate nature of the respective borrowings.

DERIVATIVE FINANCIAL INSTRUMENTS —The Company records the fair value of its derivative financial instruments on its balance sheet as Derivative liabilities or assets, as applicable. Changes in fair value in the derivative financial instruments that do not qualify for hedge accounting, as well as

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

payments made to, or received from counterparties, to periodically settle the derivative transactions, are recorded as an adjustment to Interest expense on the consolidated statements of operations as applicable. See Notes 11 for additional disclosures on the Company's financial instruments.

INTEREST RATE RISK MANAGEMENT —The Company is exposed to interest rate risk through its variable rate credit facilities. Until December 31, 2013, pay fixed, receive variable interest rate swaps were used to achieve a fixed rate of interest on the hedged portion of debt in order to increase the ability of the Company to forecast interest expense. Upon the filing of the voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the "Chapter 11 Cases") on November 17, 2011, these swaps became cancelable at the option of the counterparty and were de-designated from hedge accounting. Accordingly, changes in fair value of the interest rate swaps were recorded on the consolidated statements of operations as a component of other income or expense. Effective December 31, 2013, the Company's interest rate swaps have expired. See Notes 11 for additional disclosures on the Company's interest rate swaps.

CONCENTRATION OF CREDIT RISK —Financial instruments that potentially subject the Company to concentrations of credit risk are amounts due from charterers. With respect to accounts receivable, the Company limits its credit risk by performing ongoing credit evaluations and, when deemed necessary, requires letters of credit, guarantees or collateral. During the years ended December 31, 2014 and 2013, the Company earned 15.2% and 12.2%, respectively, of its revenues from one customer.

The Company maintains substantially all of its cash and cash equivalents with two financial institutions. None of the Company's cash balances are covered by insurance in the event of default by these financial institutions.

FOREIGN CURRENCY TRANSACTIONS —Gains and losses on transactions denominated in foreign currencies are recorded within the consolidated statements of operations as components of general and administrative expenses or other expense depending on the nature of the transactions to which they relate. During the years ended December 31, 2014 and 2013, transactions denominated in foreign currencies resulted in other (income) expense of ($71) and $69, respectively.

TAXES —The Company is incorporated in the Republic of the Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, the Company is not subject to Marshall Islands income tax. Additionally, pursuant to the U.S. Internal Revenue Code of 1986, as amended (the "Code"), the Company is exempt from U.S. income tax on its income attributable to the operation of vessels in international commerce (i.e., voyages that do not begin or end in the U.S.). The Company is generally not subject to state and local income taxation. Pursuant to various tax treaties, the Company's shipping operations are not subject to foreign income taxes. However, as a result of the change in ownership of the Company, on the Effective Date, the Company no longer qualifies for an exemption pursuant to Section 883 of the Code, making the Company subject to U.S. federal tax on its shipping income that is derived from U.S. sources retroactive to the beginning of 2012. As such, the Company has recorded gross transportation tax relating to such shipping income as a current liability on the consolidated balance sheet. During the years ended December 31, 2014 and 2013, the Company recorded gross

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

transportation tax of $1,158 and $1,139, respectively, as a component of voyage expenses on its statements of operations.

RECENT ACCOUNTING PRONOUNCEMENTS —In April 2014, the FASB issued Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under this new guidance, only disposals that represent a strategic shift that has (or will have) a major effect on the entity's results and operations would qualify as discontinued operations. In addition, the new guidance expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. The new standard is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2014. The Company does not expect a material impact on its consolidated financial statements as a result of the adoption of this standard.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, or "ASU 2014-09," which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, and shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the potential impact of this standard update on its consolidated financial statements.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, Amendments to the Consolidation Analysis, which focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This new standard simplifies consolidation accounting by reducing the number of consolidation models and providing incremental benefits to stakeholders. In addition, the new standard places more emphasis on risk of loss when determining a controlling financial interest, reduces the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (a "VIE"), and changes consolidation conclusion for public and private companies in several industries that typically make use of limited partnerships or VIEs. The new standard will be effective for periods beginning after December 15, 2015 for public companies. For private companies and not-for-profit organizations, the new standard will be effective for annual periods beginning after December 15, 2016; and for interim periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the potential impact of this standard update on its consolidated financial statements.

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

2. CASH FLOW INFORMATION

The Company excluded from cash flows from investing and financing activities in the consolidated statements of cash flows items included in accounts payable and accrued expenses for the purchase of other fixed assets of $26 and $89 as of December 31, 2014 and 2013, respectively; and for unpaid fees related to the common stock offering (see Note 19) of $0 and $1,016 as of December 31, 2014 and 2013, respectively. Capitalized interest amounted to $8,958 for the year ended December 31, 2014, out of which, $2,329 has not been paid out as of December 31, 2014 ($19 is included in Accounts payable and accrued expenses and $2,310 is included in Long-term debt in the consolidated balance sheet).

3. GOODWILL

	Goodwill			Accumulated impairment losses			Net

Balance as of January 1, 2013	$	120,573		$	(89,026	)	$	31,547
Write-off related to sales of vessels		(1,068	)		—			(1,068	)

Balance as of December 31, 2013		119,505			(89,026	)		30,479
Write-off related to sale of vessel		(1,249	)		—			(1,249	)
Impairment loss		—			(2,099	)		(2,099	)

Balance as of December 31, 2014	$	118,256		$	(91,125	)	$	27,131

FASB ASC 350-20-35, Intangibles—Goodwill and Other , bases the accounting for goodwill on the units of the combined entity into which an acquired entity is integrated (those units are referred to as reporting units). A reporting unit is an operating segment as defined in FASB ASC 280, Disclosures about Segments of an Enterprise and Related Information , or one level below an operating segment. The Company considers each vessel to be an operating segment and a reporting unit. Accordingly, goodwill relating to the Company's emergence from Chapter 11 on May 17, 2012 was allocated to twenty nine vessel/reporting units based on their proportional fair value as of that date.

FASB ASC 350-20-35 provides guidance for impairment testing of goodwill, which is not amortized. Other than goodwill, the Company does not have any other intangible assets that are not amortized. Goodwill is tested for impairment using a two-step process that begins with an estimation of the fair value of the Company's reporting units. The first step is a screen for potential impairment and the second step measures the amount of impairment, if any. The first step involves a comparison of the estimated fair value of a reporting unit with its carrying amount. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is considered unimpaired. Conversely, if the carrying amount of the reporting unit exceeds its estimated fair value, the second step is performed to measure the amount of impairment, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by allocating the estimated fair value of the reporting unit to the estimated fair value of its existing assets and liabilities in a manner similar to a purchase price allocation. The unallocated portion of the estimated fair value of the reporting unit is the implied fair value of goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss, equivalent to the difference, is recorded as a reduction of goodwill and a charge to operating expense.

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

3. GOODWILL (Continued)

In the Company's annual assessments of goodwill for impairment, the Company estimated the fair value of the reporting units to which goodwill has been allocated over their remaining useful lives. For this purpose, over their remaining useful lives, the Company uses the trailing ten-year industry average rates for each vessel class recognizing that the transportation of crude oil and petroleum products is cyclical in nature and is subject to wide fluctuation in rates, and management believes the use of a ten-year average is the best measure of future rates over the remaining useful life of the Company's fleet. Also for this purpose, the Company uses a utilization rate based on the Company's historic average.

The Company expects to incur the following costs over the remaining useful lives of the vessels in the Company's fleet:

•: Vessel operating costs based on historic costs adjusted for inflation,
•: Drydock costs based on historic costs adjusted for inflation, and
•: General and administrative costs based on budgeted costs adjusted for inflation.

The more significant factors which could impact management's assumptions regarding voyage revenues, drydock costs and general and administrative expenses include, without limitation: (a) loss or reduction in business from the Company's significant customers; (b) changes in demand; (c) material declines in rates in the tanker market; (d) changes in production of or demand for oil and petroleum products, generally or in particular regions; (e) greater than anticipated levels of tanker new building orders or lower than anticipated rates of tanker scrapping; (f) changes in rules and regulations applicable to the tanker industry, including, without limitation, legislation adopted by international organizations such as the International Maritime Organization and the European Union or by individual countries; (g) actions taken by regulatory authorities; and (h) increases in costs including without limitation: crew wages, insurance, provisions, repairs and maintenance.

Step 1 of impairment testing as of November 30, 2014 and 2013 consisted of determining and comparing the fair value of a reporting unit, calculated using the weighted average of expected future cash flows (discounted by the Company's weighted average cost of capital), the fair value of the vessels owned by the reporting unit, and the reporting unit's equity value implied by the Company's recent equity transactions and other market based considerations, to the carrying value of the reporting unit. Based on performance of this test, it was determined that the goodwill relating to two reporting units was impaired in 2014 and accordingly, the Company recorded a goodwill impairment charge of $2,099 in the year ended December 31, 2014 to write-down these reporting units' carrying amount of goodwill to implied fair value of goodwill. Goodwill was determined not to be impaired in 2013.

Additionally, Goodwill associated with one Suezmax vessel, which was sold in July 2014, of $1,249 was written-off during the year ended December 31, 2014. Goodwill associated with two Aframax vessels, which were sold in October 2013 and February 2014, of $1,068 was written-off during the year ended December 31, 2013.

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

4. DISPOSAL OF VESSELS AND VESSEL EQUIPMENT

During the year ended December 31, 2014, the Company recorded a loss on disposal of vessels and vessel equipment of $8,729, of which $1,846 related to the disposal of vessel equipment and $6,883 related to the sales of vessels. During the year ended December 31, 2013, the Company recorded a loss on disposal of vessel and vessel equipment of $2,452, of which $1,315 related to the disposal of vessel equipment and $1,137 related to the sale of vessel. Losses on disposal of vessels include the cost of fuel consumed to deliver the vessels to their point of sale, as well as legal costs and commissions. The loss on disposal of vessel equipment relates to replacement of steel and vessel equipment.

Out of the total loss on disposal of vessels of $6,883 for the year ended December 31, 2014, $6,349 was related to one vessel sold in July 2014. The vessel was approximately 16 years old at the time of sale and was sold to an unrelated third-party at arm's length to satisfy the Company's obligation under amendments to the Senior Secured Credit Facilities requiring the Company to cause its subsidiaries to sell two vessels (the other vessel was sold in October 2013). See Note 11 below for more details regarding this obligation. In addition, unamortized drydock costs of $2,502 and undepreciated vessel equipment of $113 relating to the vessel were also written off and included in the Loss on disposal of vessels and vessel equipment in the consolidated statement of operations.

5. VESSEL HELD FOR SALE AND VESSEL IMPAIRMENT

As of December 31, 2013, the Company classified one vessel as held for sale, as the sale had been approved and marketed at that time. The vessel was subsequently sold during February 2014. This vessel was written down to its fair value, less cost to sell, as determined by the contract to sell this vessel which was finalized in January 2014, and was reclassified on the consolidated balance sheet to current assets. In addition, any unamortized drydock costs and undepreciated vessel equipment relating to the vessel were also written off as they were deemed to have been impaired. The aggregate loss of $2,048 was recorded on the consolidated statement of operations as a component of Loss on impairment of vessel.

The Company prepared an analysis which estimated the future undiscounted cash flows for each vessel at November 30, 2013. Based on this analysis, which included consideration of the Company's long-term intentions relative to its vessels, including its assessment of whether the Company would drydock and continue to operate its older vessels, it was determined that there was no impairment on any vessel other than the one recorded as held-for-sale at December 31, 2013. During 2014, the Company did not perform such analysis to estimate the future undiscounted cash flows for each vessel due to the upward market and lack of indicators for vessel impairment during the period.

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

6. VESSELS UNDER CONSTRUCTION

Vessels under construction consist of the following:

	December 31, 2014

SPV Stock Purchase	$	162,683
Installment payments		85,030
Capitalized interest expense		8,958
Drawing approval and site supervision fee		820
Others (Initial agent fee, etc.)		90

Total	$	257,581

In March 2014, VLCC Acquisition I Corporation ("VLCC Corp."), a wholly-owned subsidiary of the Company, entered into an agreement with Scorpio Tankers Inc. ("Scorpio") and seven of its wholly-owned subsidiaries ("Shipbuilding SPVs") for VLCC Corp. to purchase the outstanding common stock of the Shipbuilding SPVs for an aggregate price of approximately $162,683 (the "SPV Stock Purchase").

In December 2013, each of the Shipbuilding SPVs entered into a shipbuilding contract (collectively, the "Shipbuilding Contracts") with either Daewoo Shipbuilding & Marine Engineering Co., Ltd. or with Hyundai Samho Heavy Industries Co., Ltd. (collectively, the "Ship Builders") for the construction and purchase of a 300,000 DWT Crude Oil Tanker (collectively, the "VLCC Newbuildings"). As a result of the acquisition by VLCC Corp. of the Shipbuilding SPVs, the Company acquired indirect ownership of the Shipbuilding Contracts. Under the terms of the Shipbuilding Contracts, the VLCC Newbuildings are scheduled to be delivered during the period from on or before August 2015 through August 2016. The aggregate remaining installment payments under the Shipbuilding Contracts are $487,288 as of December 31, 2014, out of which, $198,190 is due in 2015 and $289,098 is due in 2016. The Company expects to finance the remaining installment payments using cash on hand as well as additional financing. However, there is no assurance that the Company will be able to obtain any additional financing.

In December 2013, in connection with the entry by the Shipbuilding SPVs into the Shipbuilding Contracts, Scorpio agreed to guarantee (the "Scorpio Guarantees") the performance of each of the Shipbuilding SPVs under the Shipbuilding Contracts for the benefit of the Ship Builders. In March 2014, in connection with the SPV Stock Purchase, VLCC Corp. and Scorpio entered into an agreement pursuant to which VLCC Corp., among other things, agreed to indemnify Scorpio to the extent that Scorpio is required to perform its obligations under the Scorpio Guarantees.

In March 2014, the Shipbuilding SPVs collectively entered into an agreement for the Appointment of a Buyer's representative with Scorpio Ship Management S.A.M. ("SSM") to appoint SSM as their agent to review and approve drawings and documents and equipment proposals relating to the construction of the VLCC Newbuildings. The agreement provides for SSM to be reimbursed for these services at the rate of $10 per week (the "Initial agent fee") for an initial period of six weeks from the date of the agreement, subsequently extended by agreement to eight weeks.

In May 2014, each of the Shipbuilding SPVs entered into a Project Consultation and Site Building Supervision Agreement with SSM to appoint SSM as their project manager to supervise and inspect the

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

6. VESSELS UNDER CONSTRUCTION (Continued)

construction of each of the VLCC Newbuildings. The agreement provides for SSM a site supervision fee totaling $600 in respect of each of the VLCC Newbuildings to be constructed by Daewoo Shipbuilding & Marine Engineering Co., Ltd., a site supervision fee totaling $550 in respect of each of the VLCC Newbuildings to be constructed by Hyundai Samho Heavy Industries Co., Ltd., and for each of the VLCC Newbuildings, a drawing and plans approval fee of $20, payable in each case by the relevant Shipbuilding SPVs.

7. CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of the following:

	December 31, 2014		December 31, 2013

Cash	$	147,303	$	97,627
Cash equivalents		—		80

Total	$	147,303	$	97,707

Cash equivalents refer to investments in term deposits.

8. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	December 31, 2014		December 31, 2013

Bunkers and lubricants	$	24,285	$	37,394
Insurance claims receivable		1,156		3,180
Prepaid insurance		1,904		2,112
Other		5,347		8,127

Total	$	32,692	$	50,813

Insurance claims receivable consist substantially of payments made by the Company for repairs of vessels that the Company expects, pursuant to the terms of the insurance agreements, to recover from the carrier within one year, net of deductibles which have been expensed. As of December 31, 2014 and 2013, the portion of insurance claims receivable not expected to be collected within one year of $4,696 and $2,995, respectively, is included in Other assets (non-current) on the consolidated balance sheets.

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

9. OTHER FIXED ASSETS

Other fixed assets consist of the following:

	December 31, 2014		December 31, 2013

Other fixed assets:
Furniture, fixtures and equipment	$	1,154	$	1,110
Vessel equipment		3,381		2,367
Computer equipment		312		170
Other		71		71

Total cost		4,918		3,718
Less: accumulated depreciation		1,933		1,007

Total	$	2,985	$	2,711

Depreciation of Other fixed assets for the years ended December 31, 2014 and 2013 was $926 and $700, respectively.

10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	December 31, 2014		December 31, 2013

Accounts payable	$	33,747	$	59,901
Accrued operating expenses		15,707		17,785
Accrued administrative expenses		3,240		1,221
Accrued interest		76		601

Total	$	52,770	$	79,508

11. LONG-TERM DEBT

Long-term debt consists of the following:

	December 31, 2014		December 31, 2013

$508M Credit Facility	$	414,680	$	436,051
$273M Credit Facility		241,581		241,581
Senior Notes		134,574		—

Long-term debt		790,835		677,632
Less: current portion of long-term debt		—		—

Long-term debt	$	790,835	$	677,632

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

11. LONG-TERM DEBT (Continued)

Senior Secured Credit Facilities

The Third Amended and Restated Credit Agreement, dated as of May 17, 2012 (the "$508M Credit Facility"), among the Company, as parent, General Maritime Subsidiary II Corporation ("GMR Sub II Corp."), as borrower, Arlington Tankers Ltd. ("Arlington") and General Maritime Subsidiary Corporation ("GMR Sub Corp."), each as a guarantor, certain other subsidiaries of the Company, the lenders party thereto from time to time, and Nordea Bank Finland PLC, New York Branch and the Second Amended and Restated Credit Agreement, dated as of May 17, 2012 (the "$273M Credit Facility"), among the Company, as parent, GMR Sub Corp., as borrower, Arlington and GMR Sub II Corp., each as a guarantor, and certain other Subsidiaries of the Company, the lenders party thereto from time to time, and Nordea Bank Finland PLC, New York (collectively, "Senior Secured Credit Facilities") mature on May 17, 2017.

The $508M Credit Facility bears interest at a rate per annum based on LIBOR (London Interbank Offered Rate) plus a margin of 4% per annum. The $508M Credit Facility is secured on a first lien basis by a pledge by the Company of substantially all of its assets (other than its interests in its wholly-owned subsidiary VLCC Corp. and its subsidiaries and Unique Tankers LLC and related assets), including its interest in GMR Sub Corp. and Arlington, a pledge by such subsidiaries of their interest in the vessel-owning subsidiaries that they own and a pledge by such vessel-owning subsidiaries of substantially all their assets, and on a second lien basis by a pledge by the Company of its interest in GMR Sub II Corp., a pledge by such subsidiary of its interest in the vessel-owning subsidiaries that it owns and a pledge by such vessel-owning subsidiaries of substantially all of their assets, and is guaranteed by the Company and subsidiaries of the Company (other than GMR Sub Corp.) that guarantee its other existing credit facilities.

The $273M Credit Facility bears interest at a rate per annum based on LIBOR plus a margin of 4% per annum. The $273M Credit Facility is secured on a first lien basis by a pledge by the Company of substantially all of its assets (other than its interests in its wholly-owned subsidiary VLCC Corp. and its subsidiaries and Unique Tankers LLC and related assets), including its interest in GMR Sub II Corp., a pledge by such subsidiary of its interest in the vessel-owning subsidiaries that it owns and a pledge by such vessel-owning subsidiaries of substantially all of their assets, and on a second lien basis by a pledge by the Company of its interest in GMR Sub Corp. and Arlington, a pledge by such subsidiaries of their interest in the vessel-owning subsidiaries that they own and a pledge by such vessel-owning subsidiaries of substantially all their assets, and is guaranteed by the Company and subsidiaries of the Company (other than GMR Sub II Corp.) that guarantee its other existing credit facilities.

As of December 31, 2014 and 2013, the Company had an outstanding letter of credit of $658. This letter of credit is secured by cash placed in a restricted account amounting to $660 and $659 as of December 31, 2014 and 2013, respectively.

The Company is required to comply with various collateral maintenance and financial covenants under the Senior Secured Credit Facilities, including with respect to the Company's minimum cash balance and an interest expense coverage ratio covenant. The Senior Secured Credit Facilities also require the Company to comply with a number of customary covenants, including covenants related to the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

11. LONG-TERM DEBT (Continued)

required insurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag and class of the collateral vessels; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on transactions with affiliates; sale of certain vessels within specified time frames; and other customary covenants.

The Senior Secured Credit Facilities include customary events of default and remedies for facilities of this nature. If the Company does not comply with its various financial and other covenants under the Senior Secured Credit Facilities, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the Senior Secured Credit Facilities.

Pursuant to the amendments to the Senior Secured Credit Facilities in 2012, 2013, and 2014, certain covenants under both facilities were modified to reflect the following terms as of December 31, 2014:

Amortization Table —The $508M Credit Facility's amortization table's earliest payment date is March 31, 2016 and the $273M Credit Facility's amortization table's earliest payment date is June 30, 2016.

Excess Liquidity —If at any time the Company's total leverage ratio is greater than 0.60:1.00, the Company shall make prepayments in an amount equal to the Company's excess liquidity. The definition of excess liquidity excludes, among other things, amounts raised from future issuances of equity.

Affirmative and Negative Covenants —In addition to the covenants described above, we were obligated to cause certain subsidiaries that own specified vessels to dispose of such vessels on or before August 31, 2014 and apply the net cash proceeds of such dispositions as required by the mandatory prepayment provisions of the Senior Secured Credit Facilities. This obligation was satisfied with the sale of one Aframax vessel in October 2013 and one Suezmax vessel in July 2014. The Company repaid $7,270 of the $508M Credit Facility using the proceeds from the sale of the Aframax vessel in October 2013 and repaid $15,000 of the $508M Credit Facility using the proceeds from the sale of the Suezmax vessel in July 2014. Exceptions to certain negative covenants, specifically the indebtedness, liens, capital expenditures and investments covenants, permit the Company and its subsidiaries to acquire new vessels, and to incur debt and grant liens in connection therewith, subject to satisfaction of certain financial covenants and other conditions.

Collateral Maintenance —The collateral maintenance tests require the aggregate fair market value of the collateral vessels under the Senior Secured Credit Facilities to be at least 110% of the aggregate principal amount of outstanding loans under the Senior Secured Credit Facilities on January 1, 2015 to and including June 30, 2015, 115% from July 1, 2015 to and including December 31, 2016, and increase over time to 120%.

Minimum Cash —The minimum cash balance covenant requires a minimum cash balance level of $10,000 on December 31, 2014, $15,000 on January 1, 2015 to and including December 31, 2015 and $20,000 at any time after January 1, 2016.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

11. LONG-TERM DEBT (Continued)

Interest Expense Coverage Ratio —The date on which the interest expense coverage ratio becomes effective is March 31, 2016. The minimum ratio commences with a 1.00:1.00 ratio and increases over time to a 2.00:1.00 ratio on the maturity date as follows:

Fiscal Quarter Ending		Ratio

March 31, 2016			1.00:1.00
June 30, 2016			1.25:1.00
September 30, 2016			1.50:1.00
December 31, 2016			1.75:1.00
Maturity Date			2.00:1.00

A repayment schedule of outstanding Senior Secured Credit Facilities at December 31, 2014 is as follows:

YEAR ENDING DECEMBER 31,	$508M Credit Facility		$273M Credit Facility		TOTAL

2016	$	57,809	$	17,015	$	74,824
2017		356,871		224,566		581,437

	$	414,680	$	241,581	$	656,261

Senior Secured Credit Facilities are fully drawn and, at December 31, 2014 and 2013, there is no availability for additional borrowings. For the years ended December 31, 2014 and 2013, interest expense incurred under the Senior Secured Credit Facilities amounted to $28,261 and $33,239, respectively.

Note and Guarantee Agreement

On March 28, 2014, the Company and VLCC Corp. entered into a Note and Guarantee Agreement (the "Note and Guarantee Agreement") with affiliates of BlueMountain Capital Management, LLC (collectively, the "Note Purchasers"). Pursuant to the Note and Guarantee Agreement, the Company issued senior unsecured notes on May 13, 2014 in the aggregate principal amount of $131,600 (the "Senior Notes") to the Note Purchasers for proceeds to the Company of $125,020 (before fees and expenses), after giving effect to the original issue discount provided for in the Note and Guarantee Agreement. Interest on the Senior Notes accrues at the rate of 11.0% per annum in the form of additional Senior Notes and the balloon repayment is due 2020, except that if the Company at any time irrevocably elects to pay interest in cash for the remainder of the life of the Senior Notes, interest on the Senior Notes will thereafter accrue at the rate of 10.0% per annum. The Senior Notes, which are unsecured, are guaranteed by VLCC Corp. and its subsidiaries. The Note and Guarantee Agreement provides that all proceeds of the Senior Notes shall be used to pay transaction costs and expenses and the remaining consideration payable in connection with the Shipbuilding Contracts (see Note 6).

The Note and Guarantee Agreement requires the Company to comply with a number of customary covenants, including covenants related to the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining properties and required insurances; compliance with laws

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

11. LONG-TERM DEBT (Continued)

(including environmental); compliance with ERISA; performance of obligations under the terms of each mortgage, indenture, security agreement and other debt instrument by which it is bound; payment of taxes; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests and other restricted payments; limitations on additional indebtedness; limitations on transactions with affiliates; and other customary covenants. Although only certain covenants in the Senior Secured Credit Facilities restrict VLCC Corp. and its subsidiaries, all the covenants in the Note and Guarantee Agreement do restrict VLCC Corp. and its subsidiaries. To the extent these covenants in the Note and Guarantee Agreement restrict the Company and its subsidiaries party to the Senior Secured Credit Facilities, the covenants (other than those covenants relating to limitations on additional indebtedness, limitations on liens and limitations on restricted payments) are not materially more restrictive than those contained in the Senior Secured Credit Facilities.

The Note and Guarantee Agreement includes customary events of default and remedies for facilities of this nature. If the Company does not comply with various covenants under the Note and Guarantee Agreement, the Note Purchasers may, subject to various customary cure rights, declare the unpaid principal amounts of the Senior Notes plus any accrued and unpaid interest and any make-whole amounts, as applicable, immediately due and payable.

Concurrent with the issuance of the Senior Notes, the Company entered into an Amendment No. 1 and Consent ("Amendment No. 1 to Note and Guarantee Agreement"), by and among the parties to the Note and Guarantee Agreement. Amendment No. 1 to Note and Guarantee Agreement included certain technical and conforming amendments to the Note and Guarantee Agreement, such as amendments with respect to the list of subsidiary guarantors and related revisions to certain definitions, representations and warranties and affirmative covenants.

As of December 31, 2014, the discount on the Senior Notes was $6,329, which the Company amortizes as additional interest expense until March 28, 2020. Interest expense, including amortization of the discount, amounted to $9,554 (out of which $2,200 was capitalized) and $0 during the years ended December 31, 2014 and 2013, respectively.

Oaktree Note

On April 11, 2013, the Company, GMR Sub Corp. and GMR Sub II Corp., each as a borrower, entered into a revolving promissory note (the "Oaktree Note") in the principal amount of $9,342 in favor of OCM Marine Holdings TP, L.P. ("OCM Marine Holdings"), as initial lender. The Oaktree Note, which was unsecured, was guaranteed by Arlington. The Oaktree Note was to mature on April 11, 2014 and bore interest at a rate of 12% per annum. Interest expense recognized relative to the Oaktree Note was $153 for the year ended December 31, 2013.

On June 11, 2013, the Company fully repaid the Oaktree Note with the proceeds from the Wells Fargo Credit Facility, described below.

Wells Fargo Credit Facility

On June 11, 2013, the Company entered into a credit agreement with and delivered a promissory note to Wells Fargo Bank, National Association providing for a revolving line of credit in the principal

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

11. LONG-TERM DEBT (Continued)

amount of up to $9,341 (the "Wells Fargo Credit Facility") for working capital and general corporate purposes. On June 11, 2013, the Company borrowed $9,342 under the Wells Fargo Credit Facility and used the proceeds to repay in full the Oaktree Note. The Wells Fargo Credit Facility, which is unsecured, is guaranteed severally (and not jointly), on a specified pro rata basis, by Oaktree Principal Fund V, L.P., Oaktree Principal Fund V (Parallel), L.P., Oaktree FF Investment Fund, L.P.—Class A, and OCM Asia Principal Opportunities Fund, L.P. The Wells Fargo Credit Facility bore interest, at the Company's option, at either a fluctuating rate equal to Wells Fargo's Prime Rate or LIBOR plus a margin of 2.5% per annum. Interest expense recognized relative to the Wells Fargo Credit Facility was $134 for the year ended December 31, 2013.

On December 16, 2013, the Company fully repaid the Wells Fargo Credit Facility with the proceeds from the issuance of Class B Common Stock.

Interest Rate Swap Agreement

Prior to December 31, 2013, the Company was party to one interest rate swap agreement to manage interest costs and the risk associated with changing interest rates. The notional principal amount of this swap was $75,000, the details of which are as follows:

Notional Amount		Expiration Date			Fixed Interest Rate			Floating Interest Rate		Counterparty

$75,000			12/31/2013			2.975	%	3 mo. LIBOR		Nordea

The changes in the notional principal amounts of the swaps during the years ended December 31, 2014 and 2013 are as follows:

	For the Years Ended December 31,

	2014		2013
Notional principal amount, beginning of year	$	—	$	75,000
Additions		—		—
Terminations		—		—
Expirations		—		(75,000	)

Notional principal amount, end of the year	$	—	$	—

The filing of the Chapter 11 Cases constituted a termination event under the interest rate swap agreements, making them cancelable at the option of the counterparties. As a result of the Chapter 11 Cases, the Company de-designated all of its interest rate swaps from hedge accounting as of November 17, 2011. Once de-designated, changes in fair value of the swaps are recorded on the statements of operations and amounts included in accumulated other comprehensive income are amortized to interest expense over the original term of the hedging relationship.

The Company's 19 vessels which collateralize the $508M Credit Facility also served as collateral for the interest rate swap agreement with Nordea, subordinated to the outstanding borrowings and outstanding letters of credit under the $508M Credit Facility.

Interest expense pertaining to interest rate swaps for the years ended December 31, 2014 and 2013 was $0 and $81, respectively.

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

12. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of the Company's financial instruments are as follows:

	December 31, 2014				December 31, 2013

	Carrying Value		Fair Value		Carrying Value		Fair Value
Restricted cash	$	660	$	660	$	659	$	659
Long-term debt		790,835		776,350		677,632		677,632

The fair value of the Senior Secured Credit Facilities as of December 31, 2014 was deemed to approximate the carrying value as the loan agreements have recently been amended in 2014. The fair value of the Senior Notes was based on quoted yields of bond indices and is classified within Level 3 of the fair value hierarchy. The fair value of the Company's long-term debt as of December 31, 2013 was deemed to approximate the fair value of similar long-term debt having the terms agreed to on December 12, 2013 when these loans were amended.

The carrying amounts of the Company's other financial instruments at December 31, 2014 and December 31, 2013 (principally cash and cash equivalents, restricted cash, amounts due from charterers, prepaid expenses, accounts payable and accrued expenses) approximate fair values because of the relative short maturity of those instruments.

The fair value of a Vessel held for sale (see Note 5) was determined based on the selling price, net of estimated costs to sell, of such asset based on the contract of sale finalized within a short period of time of its classification as held for sale, and measured on a nonrecurring basis. Because sales of vessels occur infrequently, and as the sale of such asset was being negotiated around period end, the selling price is considered to be a Level 2 item.The fair value of Goodwill can be measured only as a residual and cannot be measured directly, and is measured on a nonrecurring basis. The Company employs a methodology used to determine an amount that achieves a reasonable estimate of the value of goodwill for purposes of measuring an impairment loss. That estimate, referred to as implied fair value of goodwill , is a Level 3 measurement. The Company used significant unobservable inputs (Level 3) in determining the implied fair value of goodwill as of December 31, 2014. No such measurement on Goodwill impairment was deemed necessary as of December 31, 2013 (see Note 3). The following table summarizes the valuation of assets measured on a nonrecurring basis:

	December 31, 2014						December 31, 2013

	Total		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Vessel held for sale	$	—	$	—	$	—	$	5,899	$	5,899	$	—
Goodwill		27,131		—		27,131		n/a		n/a		n/a
Senior Notes		120,090		—		120,090		n/a		n/a		n/a

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

13. REVENUES FROM TIME CHARTERS AND SPOT VOYAGES

Total revenues earned on time charters for the years ended December 31, 2014 and 2013 were $10,917 and $16,226, respectively; while the total revenues earned on spot voyages for the years ended December 31, 2014 and 2013 were $381,492 and $340,443, respectively. Future minimum rental receipts, excluding any additional revenue relating to profit sharing arrangements under certain time charters and time charters associated with vessels subject to performance claims, based on vessels committed to non-cancelable time charter contracts and excluding any periods for which a charterer has an option to extend the contracts as of December 31, 2014 are $29,296 and $3,306 during the 2015 and 2016 fiscal years, respectively.

14. VESSEL POOL ARRANGEMENTS

2011 VLCC Pool

During the second quarter of 2011, the Company agreed to enter five of its VLCCs into a commercial pool of VLCCs (the "2011 VLCC Pool") managed by a third-party company ("2011 VLCC Pool Operator"). Through March 31, 2012, the Genmar Vision, the Genmar Ulysses, the Genmar Zeus, the Genmar Hercules and the Genmar Victory were delivered into the 2011 VLCC Pool.

The subsidiaries of the Company which own the Genmar Poseidon and the Genmar Atlas entered into time charters with a subsidiary company of the 2011 VLCC Pool Operator which in turn delivered those vessels into the 2011 VLCC Pool in July 2011. These two time charters were at market related rates, subject to a floor of $15,000 per day and a 50% profit share above $30,000 per day. The Genmar Atlas and the Genmar Poseidon time charters were terminated and the vessels were removed from the 2011 VLCC Pool in October 2012 and June 2013, respectively.

As each vessel entered the 2011 VLCC Pool, it was required to fund a working capital reserve of $2,000 per vessel, which was increased to $2,500 per vessel during the fourth quarter of 2012. This reserve was being accumulated over an eight-month period via $250 per month being withheld from distributions of revenues earned. The 2011 VLCC Pool Operator is responsible for the working capital reserve for the two vessels it charters. For the five vessels delivered directly into the 2011 VLCC Pool by December 31, 2012, there is a working capital reserve of $1,900 and $4,400 as of December 31, 2014 and 2013, respectively, which is recorded on the consolidated balance sheet as Other assets. All these five vessels left the 2011 VLCC Pool by the end of May 2013, while the Company continues to own and operate these vessels. During the years ended December 31, 2014 and 2013, these five vessels earned time charter revenue of $0 and $4,045, respectively, and have receivables from the 2011 VLCC Pool, including the working capital reserve, amounting to $3,446 and $3,812 as of December 31, 2014 and 2013, respectively, for undistributed earnings and bunkers onboard the vessels when they entered into the 2011 VLCC Pool and certain other advances made by the Company on behalf of the vessels in the 2011 VLCC Pool.

See Note 21—Commitments and Contingencies for discussion regarding a dispute on balance due from the 2011 VLCC Pool.

Unique Tankers Pool

On November 29, 2012, Unique Tankers LLC, a wholly-owned subsidiary of the Company ("Unique Tankers"), entered into an Agency Agreement (the "Unique Agency Agreement") with

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GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

14. VESSEL POOL ARRANGEMENTS (Continued)

Unipec UK Company Limited ("Unipec") for purposes of establishing and operating a pool of tanker vessels (the "Unique Pool") to be employed in the worldwide carriage or storage of crude oil, fuel oil or other products. Pursuant to the Unique Agency Agreement, Unique Tankers is jointly managed by General Maritime Management LLC, a wholly-owned subsidiary of the Company ("GMM"), and Unipec through a pool committee (the "Unique Pool Committee"). The Unique Agency Agreement continues in full force and effect until terminated by either party.

Unique Tankers charters in tanker vessels ("Unique Pool Vessels") under time charters providing vessel owners with a charter hire based on the earnings of all of the vessels entered in the Unique Tankers pool and pool weightings assigned to the vessels pursuant to pool participation agreements entered into with vessel owners. In turn, Unique Tankers deploys Unique Pool Vessels as agent of the vessel owners/disponent owners to its customers.

Subject to the direction of the Unique Pool Committee, GMM acts as Unique Pool manager, providing administrative services to Unique Tankers. GMM also oversees, monitors and assists with, as requested, commercial management of the Unique Pool Vessels. GMM is entitled to receive a fixed fee per day for each Unique Pool Vessel for such services. All such fees have been eliminated in consolidation. For the years ended December 31, 2014 and 2013, all of the Unique Pool Vessels were owned by the Company. Pursuant to the Unique Agency Agreement, Unipec has acted as the exclusive commercial manager of the Unique Pool Vessels, and as compensation receives a certain percentage of the gross voyage revenues obtained by each Unique Pool Vessel (the "Unique Agency Fee"); this percentage may vary and be subject to adjustments based on criteria set forth in the Unique Agency Agreement. For the years ended December 31, 2014 and 2013, the Unique Agency Fee amounted to $2,733 and $491, respectively, and is included in the Voyage Expenses on the consolidated statements of operations.

Unipec has agreed that it will not manage vessels other than the Unique Pool Vessels without giving Unique Tankers a right of first refusal and will manage Unique Pool Vessels on terms at least as favorable as those for any other vessels managed by Unipec.

Under an exclusivity side letter, the Company is restricted in its establishment or operation of Suezmax or VLCC crude oil tankers outside the Unique Tankers Pool without the prior approval of Unipec during the term of the Unique Agency Agreement. Also, under an option side letter, GMM has granted Unipec an option to purchase Unique Tankers for a fixed price, which option is exercisable during the term of the Unique Agency Agreement.

As of December 31, 2014 and 2013, 17 and 18 of the Company's vessels, respectively, were chartered into Unique Pool. For the years ended December 31, 2014 and 2013, voyage revenue associated with the Unique Pool of $291,028 and $228,517, respectively, is included in the consolidated statements of operations.

15. LEASE COMMITMENTS

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

15. LEASE COMMITMENTS (Continued)

rental expense is $145, including amortization of the lease asset recorded on May 17, 2012 associated with fresh-start accounting, for the period from May 18, 2012 to September 30, 2020. During the years ended December 31, 2014 and 2013, the Company recorded $1,756 of expense associated with this lease each year.

Future minimum rental payments on this lease for the next five years are as follows: 2015—$1,454, 2016—$1,536, 2017—$1,536, 2018—$1,536, and thereafter—$2,688.

16. REORGANIZATION ITEMS, NET

Reorganization items, net represent amounts incurred and recovered subsequent to the bankruptcy filing as a direct result of the filing of the Chapter 11 Cases and are comprised of the following:

	For the Years Ended December 31,

	2014			2013
Trustee fees incurred	$	(45	)	$	(11	)
Professional fees incurred		(113	)		(50	)
Cancellation of bareboat charters		—			119
Write-off pre-bankruptcy (receivables)/payables		(104	)		437

	$	(262	)	$	495

17. CLOSING OF PORTUGAL OFFICE

The Company announced the closing of its Portugal office to its employees on April 29, 2014. Management estimates that the total one-time charges associated with the closing, including severance of $4,700, will be approximately $6,000. The Company outsources the management of the vessels that have been managed by the Portugal office to a third-party ship manager with its principal office in Mumbai, India. Management commenced the change of management of the vessels in May 2014 and completed the change in November 2014.

For the year ended December 31, 2014, costs incurred associated with the closing of the Portugal office amounted to $5,123 (including the estimated severance costs of $4,401) and are included in Closing of Portugal office on the consolidated statement of operations. As of December 31, 2014, a balance of $1,127 remains outstanding and is included in Accounts payable and accrued expenses on the consolidated balance sheet.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

17. CLOSING OF PORTUGAL OFFICE (Continued)

	Closing of Portugal Office

Balance as of January 1, 2014	$	—
Expenses accrued		5,123
Amount paid		(3,797	)
Revaluation gain on payables in Euros		(199	)

Balance as of December 31, 2014	$	1,127

18. RELATED PARTY TRANSACTIONS

The following are related party transactions not disclosed elsewhere in these financial statements:

During the years ended December 31, 2014 and 2013, the Company incurred office expenses totaling $11 and $6, respectively, on behalf of P C Georgiopoulos & Co. LLC, an investment management company controlled by Peter C. Georgiopoulos, the Chairman of the Company's Board. As of December 31, 2014 and 2013, a balance due from P C Georgiopoulos & Co., LLC of $14 and $3, respectively, remains outstanding.

During the years ended December 31, 2014 and 2013, the Company incurred fees for legal services aggregating $81 and $27, respectively, due to the father of Peter C. Georgiopoulos. No balances due to the father of Peter C. Georgiopoulos remain outstanding as of December 31, 2014 and 2013.

During the years ended December 31, 2014 and 2013, the Company incurred certain business, travel, and entertainment costs totaling $102 and $133, respectively, on behalf of Genco Shipping & Trading Limited ("Genco"), an owner and operator of dry bulk vessels. Peter C. Georgiopoulos is chairman of Genco's board of directors. As of December 31, 2014 and 2013, a balance due from Genco of $53 and $51, respectively, remains outstanding.

During the years ended December 31, 2014 and 2013, Genco made available certain of its employees who performed internal audit services for the Company for which the Company was invoiced $84 and $140, respectively, based on actual time spent by the employees. As of December 31, 2014 and 2013, a balance of $12 and $35, respectively, remains outstanding.

During the years ended December 31, 2014 and 2013, Aegean Marine Petroleum Network, Inc. ("Aegean") supplied bunkers and lubricating oils to the Company's vessels aggregating $17,088 and $11,780, respectively. As of December 31, 2014 and 2013, a balance of $560 and $443, respectively, remains outstanding. Peter Georgiopoulos is the chairman of Aegean's board of directors, John Tavlarios is a member of the Company's Board and the president and chief executive officer of the Company and is on the board of directors of Aegean. During the years ended December 31, 2014 and 2013, Aegean acted as the charterer for the Company's voyages with voyage revenues aggregating $1,452 and $0, respectively. As of December 31, 2014 and 2013, a balance of $317 and $0, respectively, remains outstanding. In addition, the Company provided office space to Aegean and Aegean incurred rent and other expenses in its New York office during the years ended December 31, 2014 and 2013 for $210 and $30, respectively. As of December 31, 2014 and 2013, a balance of $5 and $3, respectively, remains outstanding.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

18. RELATED PARTY TRANSACTIONS (Continued)

During the years ended December 31, 2014 and 2013, the Company provided office space to Chemical Transportation Group, Inc. ("Chemical"), an owner and operator of chemical vessels for $45 and $0, respectively. Peter C. Georgiopoulos is chairman of Chemical's board of directors. No balances remain outstanding as of December 31, 2014 and 2013.

Pursuant to an agreement among Oaktree Principal Fund V, L.P., Oaktree Principal Fund V (Parallel), L.P., Oaktree FF Investment Fund, L.P., OCM Asia Principal Opportunities Fund, L.P. (collectively "Oaktree Guarantors") and the Company dated June 11, 2013, the Company agreed to pay Oaktree Guarantors an annual fee of $500 until the guarantees provided by the Oaktree Guarantors in favor of Wells Fargo Bank, National Association in connection with the Wells Fargo Credit Agreement were terminated. The amount of $500 for the year ended December 31, 2013 is included in Other expense on the consolidated statement of operations. No balance remains outstanding as of December 31, 2014 and 2013.

During 2013, the Company assigned certain payments associated with bunker supply contracts with third-party vendors amounting to $20,364 to Oaktree Principal Bunker Holdings Ltd., which is managed by Oaktree Capital Management, L.P. Three board members of the Company are associated with or employed by Oaktree Capital Management, L.P. The fees payable to Oaktree Principal Bunker Holdings Ltd. for this assignment amounted to $3,388 and $1,222 for the years ended December 31, 2014 and 2013, respectively, and this amount is included in Voyage expenses on the consolidated statement of operations. As of December 31, 2014 and 2013, the balance due to Oaktree Principal Bunker Holdings Ltd. of $14,306 and $21,586, respectively, remains outstanding, and is included in Accounts payable and accrued expenses on consolidated balance sheets.

Amounts due from the related parties described above as of December 31, 2014 and 2013 are included in Prepaid expenses and other current assets on the consolidated balance sheets; amounts due to the related parties described above as of December 31, 2014 and 2013 are included in Accounts payable and accrued expenses on the consolidated balance sheets.

19. COMMON STOCK ISSUANCES

On January 24, 2014, in connection with the issuance of Class B common stock, par value $0.01 per share ("Class B Common Stock") in December 2013, the Company made a preemptive rights offering of Class B Common Stock to all eligible shareholders of the Company. On February 3, 2014, the Company issued 16,250 shares of Class B Common Stock pursuant to preemptive rights in a private placement for $18.50 per share to an accredited investor exercising its preemptive rights.

On March 21, 2014, the Company issued 9,000,001 shares of Class B common stock in a private placement for $18.50 per share (the "March 2014 Private Placement"), resulting in aggregate gross proceeds to the Company of $166,500 in the aggregate, pursuant to Subscription Agreements (the "March 2014 Subscription Agreements") entered individually with certain of the Company's existing shareholders, including (i) OCM Marine Holdings, an investment entity which may be deemed an affiliate of Oaktree Capital Management, L.P. (together with its affiliated investment entities and funds managed by it, "Oaktree") in the amount of approximately $10,000, (ii) an investment entity which may be deemed an affiliate of Aurora Resurgence Capital Partners II LLC (together with its affiliated investment entities, "Aurora") in the amount of approximately $15,000, (iii) certain investment entities

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

19. COMMON STOCK ISSUANCES (Continued)

which may be deemed affiliates of BlackRock, Inc. (together with its affiliated investment entities, "BlackRock") in the aggregate amount of approximately $67,500, (iv) certain investment entities which may be deemed affiliates of BlueMountain Capital Management, LLC (together with its affiliated investment entities, "BlueMountain") in the aggregate amount of approximately $50,000, (v) an investment entity which may be deemed an affiliate of Twin Haven Capital Partners, LLC (together with its affiliated investment entities, "Twin Haven") in the amount of approximately $15,000 and (vi) certain other accredited investors. Three members of the Board of Directors of the Company (the "Board") are associated with or are employees of Oaktree, one member of the Board is associated with or an employee of Aurora, one member of the Board is associated with or an employee of BlackRock, one member of the Board is associated with or an employee of BlueMountain and one member of the Board is associated with or an employee of Twin Haven. Pursuant to the terms of the March 2014 Subscription Agreements, the Company agreed to use all or substantially all of the net proceeds of the March 2014 Private Placement for purposes of satisfying the Company's obligations in connection with the SPV Stock Purchase and Shipbuilding Contracts described above. To the extent such net proceeds exceed the aggregate amount of such obligations, the Company is permitted to use the remaining net proceeds for general corporate purposes. On March 25, 2014, the Company used approximately $162,700 of the proceeds of the March 2014 Private Placement to fund the purchase price of the Shipbuilding SPVs as described above.

On May 5, 2014, in connection with the March 2014 Private Placement, the Company made a preemptive rights offering of Class B Common Stock to all eligible shareholders of the Company. On May 21, 2014, the Company issued 2,577 shares of Class B Common Stock pursuant to preemptive rights in a private placement for $18.50 per share to an accredited investor exercising its preemptive rights.

On June 25, 2014, the Company issued 1,670,000 shares of Class B Common Stock in a private placement for $18.50 per share, resulting in aggregate gross proceeds to the Company of $30,895, pursuant to Subscription Agreements entered individually with certain accredited investor investment entities which may be deemed affiliates of Aurora.

Pursuant to the issuance of common stock during the year ended December 31, 2014, the Company incurred fees of $605, which was recorded as a reduction of proceeds from share issuances.

20. STOCK-BASED COMPENSATION

On the Effective Date, pursuant to the Chapter 11 Plan, the Company adopted the General Maritime Corporation 2012 Equity Incentive Plan, under which certain officers of the Company were granted options to purchase an aggregate 515,493 shares of common stock. The exercise price for each such option is $38.26 per share, and each option has a 10-year term. The options vest 20% on each of the first five anniversaries of the grant date, with accelerated vesting upon a change in control of the Company. If any executive's employment is terminated by the Company without cause or by the executive for good reason, then the portion of that executive's options that would have vested on the next anniversary of the grant date will vest. Upon termination of any executive's employment for any reason, the Company has the right to purchase the shares received by the executive upon exercise of this options as a price which will depend on the circumstances surrounding the termination. For the years ended December 31, 2014 and 2013, amortization of the fair value of these stock options was

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

20. STOCK-BASED COMPENSATION (Continued)

$1,215 and $1,365, respectively, which is included in the Company's consolidated statements of operations as a component of general and administrative expense. Amortization of the unamortized stock-based compensation balance of $1,183 as of December 31, 2014 is expected to be $720, $369, and $94 during the fiscal years ending December 31, 2015, 2016 and 2017, respectively.

The following table summarizes all stock option activity for the years ended December 31, 2014 and 2013:

			Weighted Average Exercise Price		Weighted Average Fair Value

Outstanding, January 1, 2013	515,493		$	38.26	$	18.22
Granted	—
Exercised	—
Forfeited	(171,831	)

Outstanding, December 31, 2013	343,662		$	38.26	$	18.22
Granted	—
Exercised	—
Forfeited	—

Outstanding, December 31, 2014	343,662		$	38.26	$	18.22

The following table summarizes certain information about stock options outstanding as of December 31, 2014 and 2013:

		Options Outstanding, December 31, 2014						Options Exercisable, December 31, 2014

Exercise Price		Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Number of Options		Weighted Average Exercise Price
$	38.26		343,662	$	38.26		7.4		—		—

		Options Outstanding, December 31, 2013						Options Exercisable, December 31, 2013

Exercise Price		Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Number of Options		Weighted Average Exercise Price
$	38.26		343,662	$	38.26		8.4		—		—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

21. COMMITMENTS AND CONTINGENCIES

From time to time the Company has been, and expects to continue to be, subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

GENMAR STAR

On March 7, 2006, Kıyı Emniyeti Genel Müdürlüğü (the Directorate General of Coastal Safety) filed a claim against the Company in an in rem proceeding before the Istanbul Admiralty Court in Turkey (the "Turkish Court") relating to an incident in 2006 when the vessel became disabled in Turkish waters as a result of a rudder failure problem. The claimant asserted that it provided a salvage service to the vessel and the Company asserted that the service provided to the vessel was merely towage assistance. The Turkish Court required the Company to post a $4,000 letter of credit, which permitted the Company to sail and sell the vessel. The Company sold the vessel in May 2006. On February 14, 2012, the Company was notified that the letter of credit was drawn in its entirety. The drawdown of this letter of credit resulted in an additional $4,000 borrowing during February 2012 under the prepetition revolving credit facility entered into by the Company's wholly-owned subsidiary, GMR Sub Corp., and was treated as a $4,000 security deposit with the Turkish Court pending the outcome of this case. In 2013, the Company settled the claim for $2,600. Accordingly, in January 2014, pursuant to this settlement, the Company recovered $1,400 of the $4,000 it had posted in support of the letter of credit. In November 2014, the Company was reimbursed by insurance for $1,700 of the $2,600 settlement; the remaining $900 was written off by the Company in 2013.

GENMAR PROGRESS

In August 2007, an oil sheen was discovered and reported by shipboard personnel in the vicinity of the Genmar Progress, in Guayanilla Bay, Puerto Rico. Subsequently, the U.S. Coast Guard formally designated the Genmar Progress as a source of the pollution incident. In October 2010, the United States, GMR Progress, LLC, and General Maritime Management (Portugal) L.d.A. executed a Joint Stipulation and Settlement Agreement. Pursuant to the terms of this agreement, the United States agreed to accept $6,273 in full satisfaction of oil spill response costs of the Coast Guard and certain natural damage assessment costs incurred through the date of settlement. The settlement had been paid in full by the vessel's protection & indemnity underwriters.

In April 2013, the Natural Resource Trustees for the United States and the Commonwealth of Puerto Rico, or the "Trustees," submitted a claim to GMR Progress, LLC and General Maritime Management (Portugal) L.d.A. for alleged injury to natural resources as a result of this oil spill, primarily seeking monetary damages in the amount of $4,940 for both loss of beach use and compensation for injury to natural resources such as mangroves, sea grass and coral. On July 7, 2014, the Trustees presented a revised claim for $7,851, consisting of $848 for loss of beach use, $4,906 for injuries to mangroves, sea grass and coral, $83 for uncompensated damage assessment costs and $2,014 for a 35% contingency for monitoring and oversight. This claim is disputed and has been reported to the vessel's protection & indemnity underwriters, who are expected to fund the settlement of any such claim. The parties are arranging for an initial settlement meeting in Puerto Rico on a mutually convenient date in Spring of 2015.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

21. COMMITMENTS AND CONTINGENCIES (Continued)

2011 VLCC POOL DISPUTE

Pursuant to an arbitration commenced in January 2013, on August 2, 2013, five vessel owning subsidiaries of the Company (the "2011 VLCC Pool Subs") that entered into the 2011 VLCC Pool submitted to arbitration in accordance with the terms of the London Maritime Arbitrator's Association claims of balances due following the withdrawal of their respective vessels from the 2011 VLCC Pool. The claims are for, among other things, amounts due for hire of the vessels and amounts due in respect of working capital invested in the 2011 VLCC Pool. The respondents in the arbitrations, the 2011 VLCC Pool Operator and agent, assert that lesser amounts are owed to the 2011 VLCC Pool Subs by the 2011 VLCC Pool and that the working capital amounts of approximately $1,900 in the aggregate are not due to be returned until a later date pursuant to the terms of the pool agreements. The respondents also counterclaim for damages for alleged breaches of collateral contracts to the pool agreements, claiming that such contracts purport to extend the earliest date by which the 2011 VLCC Pool Subs were entitled to withdraw their vessels from the 2011 VLCC Pool. Such counterclaim for damages has not yet been quantified. Submissions in this arbitration have closed.

As of December 31, 2014, amount due from the 2011 VLCC Pool of $3,446 was included in Other assets (noncurrent). It is possible, although not assured, that the Company may be able to obtain payment of this amount by accessing the funds in the Escrow Account currently being held by the attorneys of the 2011 VLCC Pool Operator (see below Atlas Charter Dispute for a description of the Escrow Account). As of December 31, 2013, amounts due from the 2011 VLCC Pool of $3,314 and $1,900 were included in Due from charterers (current) and Other assets (noncurrent), respectively; and amounts due to the 2011 VLCC Pool of $1,401 were included in Accounts payable and accrued expenses on the consolidated balance sheet.

ATLAS CHARTER DISPUTE

On April 22, 2013, GMR Atlas LLC, a vessel owning subsidiary of the Company, submitted to arbitration in accordance with the terms of the London Maritime Arbitrator's Association a claim for declaratory relief as to the proper construction of certain provisions of a charterparty contract (the "Atlas Charterparty") between GMR Atlas LLC and the party chartering a vessel from GMR Atlas LLC (the "Atlas Claimant") relating to, among other things, customer vetting eligibility. The Atlas Claimant is an affiliate of the 2011 VLCC Pool Operator. The Atlas Claimant initially counterclaimed (the "Initial Atlas Claims") for repayment of hire and other amounts paid under the Atlas Charterparty during the period from July 22, 2012 to November 4, 2012 and also asserted claims for interests and costs. GMR Atlas LLC provided security for those claims, plus amounts in respect of interest and costs, in the sum of $3,498 pursuant to an escrow agreement (the "Escrow Account"). The Initial Atlas Claims were dismissed with prejudice to the extent they were for repayment of hire or other amounts paid prior to October 26, 2012 and this dismissal is no longer subject to appeal.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

21. COMMITMENTS AND CONTINGENCIES (Continued)

provided in respect of the Initial Atlas Claims remains held in respect of the Subsequent Atlas Claims. The aggregate amount of claims currently asserted by the Atlas Claimant in respect of the Atlas Charterparty is $3,951 plus an unquantified claim for interest and legal costs. These claims are presently proceeding in London arbitration. Both parties have exchanged lists of documents for standard disclosure and copies of the documents to be disclosed. The next stage will be the exchange of witness statements of fact. As of the date of this report, the Company is not able to determine the likelihood of the outcome.

22. SUBSEQUENT EVENTS

In preparing the consolidated financial statements, the Company has evaluated events and transactions occurring after December 31, 2014 for recognition or disclosure purposes. Based on this evaluation, from January 1, 2015 through March 31, 2015, which represents the date the consolidated financial statements were available to be issued, no material events have been identified other than the following:

AGREEMENT AND PLAN OF MERGER

On February 24, 2015, the Company entered into an agreement and plan of merger (the "Merger Agreement") with Gener8 Maritime Acquisition, Inc. ("Gener8 Acquisition"), Navig8 Crude Tankers, Inc. ("Navig8 Crude") and the equity-holders' representatives named therein. Gener8 Acquisition is incorporated under the laws of Republic of the Marshall Islands and is a wholly owned subsidiary of the Company. It has authorized 500 shares of common stock at zero par value, and as of March 31, 2015, 100 shares of common stock are issued and outstanding. Navig8 Crude is incorporated under the laws of Republic of the Marshall Islands, and its shares are registered on the Norwegian Over the Counter Market. Navig8 Crude's material assets include newbuilding contracts for 14 VLCC tankers with deliveries scheduled to commence beginning the third quarter of 2015. As of December 31, 2014, Navig8 Crude's estimated commitments associated with these newbuildings through their expected delivery dates were approximately $1,040,200, out of which $350,100, $642,200 and $47,900 is due in 2015, 2016 and 2017, respectively (unaudited). If the Merger (as defined below) is successful, the Company anticipates requiring to raise additional capital in order to fund these remaining installment payments. There are no assurances that the Company will be able to raise adequate capital to fund the remaining installment payments.

Pursuant to the Merger Agreement, Gener8 Acquisition will merge with and into Navig8 Crude with Navig8 Crude continuing as the surviving corporation ("the Merger"). As a result of the Merger, Navig8 Crude will be a wholly owned subsidiary of the Company. The Company will be renamed Gener8 Maritime Inc. ("Gener8 Maritime").

In connection with the consummation of the Merger, the existing Class A and Class B common stock of the Company will be converted to a single class of common stock on a 1:1 basis upon the filing of the Company's Third Amended and Restated Articles of Incorporation. At the effective time of the Merger, each issued and outstanding share of common stock of Gener8 Acquisition, immediately prior to the effective time of the Merger shall be automatically converted into common stock of Navig8 Crude; and each issued and outstanding share of common stock of Navig8 Crude will be cancelled and be converted into the right to receive 0.8947 shares of common stock of Gener8 Maritime, provided

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

22. SUBSEQUENT EVENTS (Continued)

that if shares of common stock of Gener8 Maritime cannot be issued to a holder of shares of common stock of Navig8 Crude in compliance with an exemption from registration under the Securities Act of 1933, such holder's shares of common stock of Navig8 Crude will be cancelled and converted into the right to receive cash in an amount equal to the number of shares of common stock of Gener8 Maritime such holder would have received multiplied by $14.348. Following the closing of the Merger, it is anticipated that the Company's existing shareholders and Navig8 Crude's shareholders will own approximately 52.55% and 47.45%, respectively, of the pro forma issued and outstanding common stock of Gener8 Maritime, including restricted shares contemplated in the Merger Agreement to be issued pursuant to terms and conditions yet to be determined and anticipated to be outstanding at closing.

Under the Merger Agreement, until the date that is twenty four months following the closing of the Merger, subject to a cap of $75,000 and only to the extent that such losses exceed the threshold amount of $5,000, Gener8 Maritime will indemnify and defend each of the holders of the Company's common stock and Navig8 Crude's common stock immediately prior to the Merger in respect of certain losses arising from inaccuracies or breaches in the representations and warranties of, or the breach prior to the closing of the Merger by, Navig8 Crude and the Company, respectively. The obligation to indemnify for such losses shall be payable by issuing shares of Gener8 Maritime common stock with a fair market value equal to the amount of such loss.

The Merger is expected to close in the first half of 2015, subject to required approvals by the shareholders of each company and customary closing conditions. There are no assurances that the Merger will close within this timeframe, nor that it will be successfully closed.

EQUITY PURCHASE AGREEMENT

In connection with the Merger, the Company has entered into an Equity Purchase Agreement with Navig8 Crude and certain of their respective shareholders (the "Commitment Parties") under which the Commitment Parties have agreed to purchase up to $125 million of shares of Gener8 Maritime's common stock at an exercise price of $12.914 (the "Exercise Price") per share (the "Purchase Commitments"), subject to adjustments as described in the Equity Purchase Agreement. The board of directors of Gener8 Maritime may exercise the Purchase Commitments, from time to time in up to three tranches, by delivering a notice of exercise to the Commitment Parties for the subscription and purchase of shares of Gener8 Maritime's common stock at any time prior to 6 months following the closing of the Merger (which period may be extended, at Gener8 Maritime's election, an additional 6 months). Upon the delivery of an exercise notice, each Commitment Party must purchase at the Exercise Price the number of shares set forth in such Commitment Party's notice of exercise.

Upon the closing of the Merger, Gener8 Maritime will pay each Commitment Party a Purchase Premium in the form of shares of Gener8 Maritime common stock equal to 5% of the shares that the Commitment Party is obligated to purchase. Upon an extension of the initial 6 month term by Gener8 Maritime, if any, Gener8 Maritime will pay each Commitment Party an additional Purchase Premium in the form of shares of Gener8 Maritime common stock equal to 7.5% of the shares that the Commitment Party remains obligated to purchase.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

22. SUBSEQUENT EVENTS (Continued)

The Exercise of the Purchase Commitments is subject to the completion of the Merger and the Purchase Commitments will terminate on the earlier of the six month anniversary of the merger (subject to an additional six month extension by Gener8 Maritime) and the date of an initial public offering of Gener8 Maritime's common stock that results in proceeds to Gener8 Maritime of at least $200,000 less any amounts raised by Gener8 Maritime by issuances of common stock or other equity securities.

SHAREHOLDERS AGREEMENT

In connection with the closing of the Merger, Gener8 Maritime expects to enter into a shareholders agreement with certain shareholders, including with respect to the shares issued pursuant to the Equity Purchase Agreement to certain Commitment Parties who hold at least 5% of the outstanding shares of Gener8 Maritime common stock. The Shareholders Agreement sets forth certain understandings and agreements with respect to certain corporate governance matters, including (i) fixing the number of directors serving on Gener8 Maritime's board of directors at seven, (ii) obligating certain shareholders to vote their shares to support the election of directors designated by certain other shareholders, (iii) creating a strategic management committee and appointing directors thereto and (iv) creating a compensation committee and appointing directors thereto.

ADVISORY FIRM ENGAGEMENT LETTER

In addition, the Company signed an engagement letter ("Engagement Letter") with an independent investment banking advisory firm (the "Advisory Firm") on July 17, 2014 to confirm that the Advisory Firm will act as a financial advisor to the Company for the purpose of the Merger. Under the terms of the Engagement Letter, the Company has agreed to pay the Advisory Firm an opinion fee (the "Opinion Fee") upon the Advisory Firm informing the Company that it is prepared to render an opinion in respect of the fairness, from a financial point of view, to the Company and/or its shareholders of the consideration to be paid in a proposed transaction. The Opinion Fee for issuing an opinion in connection with the Merger is $500 and shall be credited against the Success Fee, to the extent previously paid. The Company also agreed to pay the Advisory Firm, upon consummation of the Merger, a success fee ("Success Fee") of $6,000, less any Opinion Fee paid. The Company has not recorded or paid any fees associated with the Engagement Letter during the year ended December 31, 2014.

NOTE AND GUARANTEE AGREEMENT AMENDMENT

On January 26, 2015, the Company entered into an amendment and waiver, by and among the parties to the Note and Guarantee Agreement, which, along with other technical and conforming amendments, removed the requirement that the Company issue additional senior notes evidencing the payment of payment-in-kind interest resulting from the automatic addition of the amount of such interest to the principal amount of outstanding senior notes.

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GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2015 AND DECEMBER 31, 2014

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

	March 31, 2015			December 31, 2014

ASSETS
CURRENT ASSETS:
Cash	$	163,674		$	147,303
Restricted cash		660			660
Due from charterers, net		53,668			50,007
Prepaid expenses and other current assets		30,186			32,692

Total current assets		248,188			230,662

NONCURRENT ASSETS:
Vessels, net of accumulated depreciation of $118,839 and $109,235, respectively		805,169			814,528
Vessels under construction		280,686			257,581
Other fixed assets, net		2,766			2,985
Deferred drydock costs, net		15,118			14,361
Deferred financing costs, net		1,617			1,805
Other assets		13,108			11,872
Goodwill		27,131			27,131

Total noncurrent assets		1,145,595			1,130,263

TOTAL ASSETS	$	1,393,783		$	1,360,925



LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	50,288		$	52,770
Long-term debt, current portion		12,081			—

Total current liabilities		62,369			52,770

NONCURRENT LIABILITIES:
Long-term debt		782,654			790,835
Other noncurrent liabilities		187			171

Total noncurrent liabilities		782,841			791,006

TOTAL LIABILITIES		845,210			843,776

COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Class A common stock, $0.01 par value per share; authorized 50,000,000 shares; issued and outstanding 11,270,196 shares at March 31, 2015 and December 31, 2014		113			113
Class B common stock, $0.01 par value per share; authorized 30,000,000 shares; issued and outstanding 22,002,998 at March 31, 2015 and December 31, 2014		220			220
Preferred stock, $0.01 par value per share; authorized 5,000,000 shares; issued and outstanding 0 shares at March 31, 2015 and December 31, 2014		—			—
Paid-in capital		809,719			809,477
Accumulated deficit		(262,071	)		(292,990	)
Accumulated other comprehensive income		592			329

Total shareholders' equity		548,573			517,149

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,393,783		$	1,360,925

See notes to condensed consolidated financial statements.

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GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

(UNAUDITED)

	For the Three Months Ended March 31,

	2015			2014
VOYAGE REVENUES:
Voyage revenues	$	121,402		$	123,282

OPERATING EXPENSES:
Voyage expenses		45,894			68,884
Direct vessel operating expenses		20,897			21,847
General and administrative		4,624			5,478
Depreciation and amortization		10,999			11,169
Loss on disposal of vessels and vessel equipment		131			1,112
Closing of Portugal office		192			—

Total operating expenses		82,737			108,490

OPERATING INCOME		38,665			14,792

OTHER EXPENSES:
Interest expense, net		(7,427	)		(7,266	)
Other expenses, net		(319	)		(65	)

Total other expenses		(7,746	)		(7,331	)

NET INCOME	$	30,919		$	7,461



NET INCOME PER CLASS A AND CLASS B COMMON SHARE:
Basic	$	0.93		$	0.32



Diluted	$	0.93		$	0.32

See notes to condensed consolidated financial statements.

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GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(DOLLARS IN THOUSANDS)

(UNAUDITED)

	For the Three Months Ended March 31,

	2015		2014
Net income	$	30,919	$	7,461

Other comprehensive income:
Foreign currency translation adjustments		263		149

Total other comprehensive income		263		149

Comprehensive income	$	31,182	$	7,610

See notes to condensed consolidated financial statements.

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GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(DOLLARS IN THOUSANDS)

(UNAUDITED)

	Common Stock		Preferred Stock		Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income		Total Shareholders' Equity

Balance as of January 1, 2015	$	333	$	—	$	809,477	$	(292,990	)	$	329	$	517,149
Net Income								30,919					30,919
Foreign currency translation adjustments											263		263
Amortization of stock based compensation						242							242

Balance as of March 31, 2015	$	333	$	—	$	809,719	$	(262,071	)	$	592	$	548,573

See notes to condensed consolidated financial statements.

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GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(DOLLARS IN THOUSANDS)

(UNAUDITED)

	For the Three Months Ended March 31

	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	30,919		$	7,461
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on disposal of vessels and vessel equipment		131			1,112
Payment-in-kind interest expense		2,642			—
Depreciation and amortization		10,999			11,169
Amortization of deferred financing costs		187			171
Stock-based compensation expense		242			396
Allowance for bad debts		1,624			203
Changes in assets and liabilities:
Increase in due from charterers		(5,284	)		(14,643	)
Decrease in prepaid expenses and other current and noncurrent assets		4,242			5,578
Decrease in accounts payable and other current and noncurrent liabilities		(4,540	)		(5,516	)
Increase in deferred voyage revenue		—			593
Deferred drydock costs incurred		(1,871	)		(3,546	)

Net cash provided by operating activities		39,291			2,978

CASH FLOWS FROM INVESTING ACTIVITIES:
Installment payments for purchase of vessels		(19,560	)		(162,683	)
Payment of capitalized interest		(2,215	)		—
Proceeds from sale of vessels		—			6,438
Purchase of vessel improvements, other fixed assets and other		(1,078	)		(571	)

Net cash used in investing activities		(22,853	)		(156,816	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of credit facilities		—			(6,371	)
Proceeds from issuance of common stock		—			166,801
Payments of professional fees for potential IPO		(449	)		—
Payment of common stock issuance costs		—			(1,053	)

Net cash provided by (used in) financing activities		(449	)		159,377

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		382			149

NET INCREASE IN CASH AND CASH EQUIVALENTS		16,371			5,688
CASH AND CASH EQUIVALENTS, beginning of period		147,303			97,707

CASH AND CASH EQUIVALENTS, end of period	$	163,674		$	103,395



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION—
Cash paid during the period for interest, net of payment of capitalized interest	$	4,655		$	7,583

See Note 2 for supplementary information of noncash items.

See notes to condensed consolidated financial statements.

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GENERAL MARITIME CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS —Incorporated on February 1, 1997, under the Laws of Republic of the Marshall Islands, General Maritime Corporation and its wholly-owned subsidiaries (collectively, the "Company") provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet at March 31, 2015 consisted of twenty five tankers in operation (seven Very Large Crude Carriers ("VLCCs"), eleven Suezmax tankers, four Aframax tankers, two Panamax tankers, and one Handymax tanker) and seven new building VLCCs under construction. The Company operates its business in one business segment, which is the transportation of international seaborne crude oil and petroleum products.

On May 7, 2015, the Company consummated a merger pursuant to an agreement between Gener8 Maritime Acquisition, Inc., a wholly owned subsidiary of the Company, Navig8 Crude Tankers, Inc. and the equity-holders' representatives named therein. As a result of the merger, Navig8 Crude Tankers, Inc. became a wholly owned subsidiary of the Company, and the Company has been renamed Gener8 Maritime Inc. See Subsequent Events for more information.

BASIS OF PRESENTATION —The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and operating results, have been included in the financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's financial statements for the year ended December 31, 2014. The results of operations for the three months ended March 31, 2015 and 2014 are not necessarily indicative of the operating results for the full year. The financial statements of the Company have been prepared on the accrual basis of accounting and presented in United States Dollar (USD or $) which is the functional currency of the Company. A summary of the significant accounting policies followed in the preparation of the accompanying financial statements, which conform with accounting principles generally accepted in the United States of America, is presented below.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

PRINCIPLES OF CONSOLIDATION —The accompanying condensed consolidated financial statements include the accounts of General Maritime Corporation and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

REVENUE AND EXPENSE RECOGNITION —Revenue and expense recognition policies for spot market voyage and time charter agreements are as follows:

SPOT MARKET VOYAGE CHARTERS. Spot market voyage revenues are recognized on a pro rata basis based on the relative transit time in each period. The period over which voyage revenues are recognized commences at the time the vessel departs from its last discharge port and ends at the time the discharge of cargo at the next discharge port is completed. The Company does not begin recognizing revenue until a charter has been agreed to by the customer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage. The Company does not recognize revenue when a vessel is off hire. Estimated losses on voyages are provided for in full at the time such losses become evident. Voyage expenses primarily include only those specific costs which are borne by the Company in connection with voyage charters which would otherwise have been borne by the charterer under time charter agreements. These expenses principally consist of fuel, canal and port charges which are generally recognized as incurred. Demurrage income represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the spot market voyage charter. Demurrage income is measured in accordance with the provisions of the respective charter agreements and the circumstances under which demurrage claims arise and is recognized on a pro rata basis over the length of the voyage to which it pertains. At March 31, 2015 and December 31, 2014, the Company has a reserve of approximately $3,622 and $2,100, respectively, against its due from charterers balance associated with voyage revenues, including freight and demurrage revenues.

TIME CHARTERS. Revenue from time charters is recognized on a straight-line basis over the term of the respective time charter agreement. Direct vessel operating expenses are recognized when incurred. Time charter agreements require, among others, that the vessels meet specified speed and bunker consumption standards. The Company believes that there may be unasserted claims relating to its time charters of $380 and $1,455 as of March 31, 2015 and December 31, 2014, respectively, for which the Company has reduced its amounts due from charterers to the extent that there are amounts due from charterers with asserted or unasserted claims or as an accrued expense to the extent the claims exceed amounts due from such charterers.

VESSELS, NET —Vessels, net is stated at cost, adjusted to fair value pursuant to fresh-start reporting, less accumulated depreciation. Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from date of initial delivery from the shipyard. If regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life would be adjusted, if necessary, at the date such regulations are adopted. Depreciation is based on cost, adjusted to fair value pursuant to fresh-start reporting, less the estimated residual scrap value. Depreciation expense of vessel assets for the three months ended March 31, 2015 and 2014 totaled $9,635 and $10,567, respectively. Undepreciated cost of any asset component being replaced is written off as a component of Loss on disposal of vessels and vessel equipment. Expenditures for

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GENERAL MARITIME CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

routine maintenance and repairs are expensed as incurred. Leasehold improvements are depreciated over the shorter of the life of the assets (10 years) or the remaining term of the lease.

Effective January 1, 2015, the Company increased the estimated residual scrap value of the vessels from $265/LWT (light weight ton) to $325/LWT prospectively based on the 15-year average scrap value of steel. The change in the estimated residual scrap value will result in a decrease in depreciation expense over the remaining lives of the vessel assets. During the three months ended March 31, 2015, the effect of the increase in the estimated residual scrap value was to decrease depreciation expense and to increase net income by approximately $700, and to increase net income per basic and diluted common share by $0.02.

VESSELS UNDER CONSTRUCTION —Vessels under construction represent the cost of acquiring contracts to build vessels, installments paid to shipyards, certain other payments made to third parties and interest costs incurred during the construction of vessels (until the vessel is substantially complete and ready for its intended use). During the three months ended March 31, 2015 and 2014, the Company capitalized interest expense associated with vessels under construction of $3,545 (of which $2,215 was paid in cash and $1,330 has not been paid) and $0, respectively.

DEFERRED DRYDOCK COSTS, NET —Approximately every thirty to sixty months, the Company's vessels are required to be dry-docked for major repairs and maintenance, which cannot be performed while the vessels are operating. The Company defers costs associated with the drydocks as they occur and amortizes these costs on a straight-line basis over the estimated period between drydocks. Amortization of drydock costs is included in depreciation and amortization in the condensed

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GENERAL MARITIME CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

consolidated statements of operations. For the three months ended March 31, 2015 and 2014, amortization was $1,114 and $392, respectively. Accumulated amortization as of March 31, 2015 and December 31, 2014 was $5,152 and $4,038, respectively.

DEFERRED FINANCING COSTS, NET —Deferred financing costs include origination fees and amendment fees paid to the banks associated with securing new loan facilities. These costs are amortized on a straight-line basis over the life of the related debt, which is included in interest expense. Amortization for the three months ended March 31, 2015 and 2014 was $187 and $171, respectively. Accumulated amortization as of March 31, 2015 and December 31, 2014 was $1,111 and $924, respectively.

CAPITALIZED COSTS FOR POTENTIAL IPO —Professional fees associated with the Company's potential initial public offering ("IPO") are capitalized and included in Other assets on the condensed consolidated balance sheets. In the event the IPO is successful, such costs would offset proceeds of the offering. In the event the IPO is unsuccessful, such costs would be expensed.

NET INCOME PER SHARE —Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per

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GENERAL MARITIME CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised.

	Three months ended

	March 31, 2015				March 31, 2014
	Class A		Class B		Class A		Class B
Basic net income per share:
Numerator:
Allocation of net income applicable to common stock	$	10,473	$	20,446	$	3,586	$	3,875
Denominator:
Weighted-average shares outstanding, basic		11,270,196		22,002,998		11,270,196		12,178,080

Basic net income per share	$	0.93	$	0.93	$	0.32	$	0.32



Diluted net income per share:
Numerator:
Allocation of net income applicable to common stock	$	10,473	$	20,446	$	3,586	$	3,875
Reallocation of net income as a result of assumed conversion of Class B to Class A shares		20,446		—		3,875		—

Allocation of net income applicable to common stock	$	30,919	$	20,446	$	7,461	$	3,875

Denominator:
Weighted-average shares outstanding used in basic computation		11,270,196		22,002,998		11,270,196		12,178,080
Add:
Assumed conversion of Class B to Class A shares		22,002,998		—		12,178,080		—

Weighted-average shares outstanding, diluted		33,273,194		22,002,998		23,448,276		12,178,080

Diluted net income per share:	$	0.93	$	0.93	$	0.32	$	0.32

Options to purchase 343,662 shares of Class A stock were excluded from the above calculation for the three months ended March 31, 2015 and 2014, because the impact is anti-dilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS —With the exception of the Company's Senior Notes (see Notes 8 and 9), the estimated fair values of the Company's financial instruments approximate their individual carrying amounts as of March 31, 2015 and December 31, 2014 due to their short-term or variable-rate nature of the respective borrowings.

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GENERAL MARITIME CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

CONCENTRATION OF CREDIT RISK —Financial instruments that potentially subject the Company to concentrations of credit risk are amounts due from charterers. With respect to accounts receivable, the Company limits its credit risk by performing ongoing credit evaluations and, when deemed necessary, requires letters of credit, guarantees or collateral. During the three months ended March 31, 2015 and 2014, the Company earned 20.2% and 16.6%, respectively, of its revenues from one customer, and 6.9% and 12.3% of its revenues from another customer.

FOREIGN CURRENCY TRANSACTIONS —Gains and losses on transactions denominated in foreign currencies are recorded within the condensed consolidated statements of operations as components of general and administrative expenses or other expense depending on the nature of the transactions to which they relate. During the three months ended March 31, 2015 and 2014, transactions denominated in foreign currencies resulted in other expense of $270 and $56, respectively.

TAXES —The Company is incorporated in the Republic of the Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, the Company is not subject to Marshall Islands income tax. Additionally, pursuant to the U.S. Internal Revenue Code of 1986, as amended (the "Code"), the Company is exempt from U.S. income tax on its income attributable to the operation of vessels in international commerce (i.e., voyages that do not begin or end in the U.S.). The Company is generally not subject to state and local income taxation. Pursuant to various tax treaties, the Company's shipping operations are not subject to foreign income taxes. However, as a result of the change in ownership of the Company, on the Effective Date, the Company no longer qualifies for an exemption pursuant to Section 883 of the Code, making the Company subject to U.S. federal tax on its shipping income that is derived from U.S. sources retroactive to the beginning of 2012. As such, the Company has recorded gross transportation tax relating to such shipping income as a current liability on the condensed consolidated balance sheet. During the three months ended March 31, 2015 and 2014, the Company recorded gross transportation tax of $335 and $461, respectively, as a component of voyage expenses on its statements of operations.

RECENT ACCOUNTING PRONOUNCEMENTS —In April 2014, the FASB issued Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under this new guidance, only disposals that represent a strategic shift that has (or will have) a major effect on the entity's results and operations would qualify as discontinued operations. In addition, the new guidance expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. The new standard is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2014. The Company does not expect a material impact on its condensed consolidated financial statements as a result of the adoption of this standard.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, or "ASU 2014-09," which supersedes nearly all existing revenue recognition

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GENERAL MARITIME CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

guidance under U.S. GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, and shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the potential impact of this standard update on its condensed consolidated financial statements.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, Amendments to the Consolidation Analysis, which focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This new standard simplifies consolidation accounting by reducing the number of consolidation models and providing incremental benefits to stakeholders. In addition, the new standard places more emphasis on risk of loss when determining a controlling financial interest, reduces the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (a "VIE"), and changes consolidation conclusion for public and private companies in several industries that typically make use of limited partnerships or VIEs. The new standard will be effective for periods beginning after December 15, 2015 for public companies. For private companies and not-for-profit organizations, the new standard will be effective for annual periods beginning after December 15, 2016; and for interim periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the potential impact of this standard update on its condensed consolidated financial statements.

2. CASH FLOW INFORMATION

The Company excluded from cash flows from investing and financing activities in the condensed consolidated statements of cash flows items included in accounts payable and accrued expenses for the purchase of other fixed assets of $6 and $26 as of March 31, 2015 and December 31, 2014, respectively, for unpaid professional fees related to the potential initial public offering of $750 and $766 as of March 31, 2015 and December 31, 2014, respectively, and for unpaid professional fees related to the potential merger (see Note 17) of $1,919 and $0 as of March 31, 2015 and December 31, 2014, respectively. Capitalized interest amounted to $3,545 for the three months ended March 31, 2015, out of which, $1,330 has not been paid out as of March 31, 2015 ($73 is included in Accounts payable and accrued expenses and $1,257 is included in Long-term debt in the condensed consolidated balance sheet).

3. DISPOSAL OF VESSELS AND VESSEL EQUIPMENT

During the three months ended March 31, 2015, the Company recorded a loss on disposal of vessel equipment of $131. During the three months ended March 31, 2014, the Company recorded a loss on disposal of vessels and vessel equipment of $1,112, of which $577 related to the disposal of vessel equipment and $535 related to the sales of vessels. Losses on disposal of vessels include the cost

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GENERAL MARITIME CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

3. DISPOSAL OF VESSELS AND VESSEL EQUIPMENT (Continued)

of fuel consumed to deliver the vessels to their point of sale, as well as legal costs and commissions. The loss on disposal of vessel equipment relates to replacement of steel and vessel equipment.

4. VESSELS UNDER CONSTRUCTION

Vessels under construction consist of the following:

	March 31, 2015		December 31, 2014

SPV Stock Purchase	$	162,683	$	162,683
Installment payments		103,840		85,030
Capitalized interest expense		12,503		8,958
Drawing approval and site supervision fee		1,570		820
Others (initial agent fee, etc.)		90		90

Total	$	280,686	$	257,581

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	March 31, 2015		December 31, 2014

Bunkers and lubricants	$	20,799	$	24,285
Insurance claims receivable		3,501		1,156
Prepaid insurance		1,749		1,904
Other		4,137		5,347

Total	$	30,186	$	32,692

Insurance claims receivable consist substantially of payments made by the Company for repairs of vessels that the Company expects, pursuant to the terms of the insurance agreements, to recover from

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GENERAL MARITIME CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS (Continued)

the carrier within one year, net of deductibles which have been expensed. As of March 31, 2015 and December 31, 2014, the portion of insurance claims receivable not expected to be collected within one year of $3,026 and $4,696, respectively, is included in Other assets (non-current) on the condensed consolidated balance sheets.

6. OTHER FIXED ASSETS

Other fixed assets consist of the following:

	March 31, 2015		December 31, 2014

Other fixed assets:
Furniture, fixtures and equipment	$	1,139	$	1,154
Vessel equipment		3,411		3,381
Computer equipment		312		312
Other		87		71

Total cost		4,949		4,918
Less: accumulated depreciation		2,183		1,933

Total	$	2,766	$	2,985

Depreciation of Other fixed assets for the three months ended March 31, 2015 and 2014 was $250 and $210, respectively.

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	March 31, 2015		December 31, 2014

Accounts payable	$	31,078	$	33,747
Accrued operating expenses		17,955		15,707
Accrued administrative expenses		1,179		3,240
Accrued interest		76		76

Total	$	50,288	$	52,770

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GENERAL MARITIME CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

8. LONG-TERM DEBT

Long-term debt consists of the following:

	March 31, 2015			December 31, 2014

$508M Credit Facility	$	414,680		$	414,680
$273M Credit Facility		241,581			241,581
Senior Notes		138,474			134,574

Long-term debt		794,735			790,835
Less: current portion of long-term debt		(12,081	)		—

Long-term debt	$	782,654		$	790,835

SENIOR SECURED CREDIT FACILITIES

As of March 31, 2015 and December 31, 2014, the Company had an outstanding letter of credit of $658. This letter of credit is secured by cash placed in a restricted account amounting to $660 as of March 31, 2015 and December 31, 2014.

A repayment schedule of outstanding Senior Secured Credit Facilities at March 31, 2015 is as follows:

YEAR ENDING DECEMBER 31,	$508M Credit Facility		$273M Credit Facility		TOTAL

2016	$	57,809	$	17,015	$	74,824
2017		356,871		224,566		581,437

	$	414,680	$	241,581	$	656,261

Senior Secured Credit Facilities are fully drawn and, at March 31, 2015 and December 31, 2014, there is no availability for additional borrowings. For the three months ended March 31, 2015 and 2014, interest expense incurred under the Senior Secured Credit Facilities amounted to $6,870 (out of which $2,288 was capitalized) and $7,059, respectively.

NOTE AND GUARANTEE AGREEMENT

As of March 31, 2015 and December 31, 2014, the discount on the Senior Notes was $6,199 and $6,329, respectively, which the Company amortizes as additional interest expense until March 28, 2020. Interest expense, including amortization of the discount, amounted to $3,900 (out of which $1,257 was capitalized) during the three months ended March 31, 2015.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of the Company's financial instruments are as follows:

	March 31, 2015				December 31, 2014

	Carrying Value		Fair Value		Carrying Value		Fair Value
Restricted cash	$	660	$	660	$	660	$	660
Long-term debt, including current portion		794,735		783,738		790,835		776,350

The fair value of the Senior Secured Credit Facilities as of March 31, 2015 and December 31, 2014 was deemed to approximate the carrying value as the loan agreements have recently been amended in 2014. The fair value of the Senior Notes was based on quoted yields of bond indices and is classified within Level 3 of the fair value hierarchy.

The carrying amounts of the Company's other financial instruments at March 31, 2015 and December 31, 2014 (principally restricted cash, amounts due from charterers, prepaid expenses, accounts payable and accrued expenses) approximate fair values because of the relative short maturity of those instruments.

The fair value of Goodwill can be measured only as a residual and cannot be measured directly, and is measured on a nonrecurring basis. The Company employs a methodology used to determine an amount that achieves a reasonable estimate of the value of goodwill for purposes of measuring an impairment loss. That estimate, referred to as implied fair value of goodwill , is a Level 3 measurement. The Company used significant unobservable inputs (Level 3) in determining the implied fair value of goodwill as of December 31, 2014. No such measurement on Goodwill impairment was deemed necessary as of March 31, 2015. The following table summarizes the valuation of assets measured on a nonrecurring basis:

	March 31, 2015						December 31, 2014

	Total		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Goodwill		n/a		n/a		n/a	$	27,131	$	—	$	27,131
Senior Notes	$	127,477		—	$	127,477		120,090		—		120,090

10. REVENUES FROM TIME CHARTERS AND SPOT VOYAGES

Total revenues earned on time charters for the three months ended March 31, 2015 and 2014 were $6,075 and $1,777, respectively; while the total revenues earned on spot voyages for the three months ended March 31, 2015 and 2014 were $115,327 and $121,505, respectively. Future minimum rental receipts, excluding any additional revenue relating to profit sharing arrangements under certain time charters and time charters associated with vessels subject to performance claims, based on vessels committed to non-cancelable time charter contracts and excluding any periods for which a charterer has an option to extend the contracts as of March 31, 2015 are $22,997 and $3,306 during the 2015 and 2016 fiscal years, respectively.

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(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

11. VESSEL POOL ARRANGEMENTS

2011 VLCC Pool

As each vessel entered the 2011 VLCC Pool, it was required to fund a working capital reserve of $2,000 per vessel, which was increased to $2,500 per vessel during the fourth quarter of 2012. This reserve was being accumulated over an eight-month period via $250 per month being withheld from distributions of revenues earned. The 2011 VLCC Pool Operator is responsible for the working capital reserve for the two vessels it charters. For the five vessels delivered directly into the 2011 VLCC Pool by December 31, 2012, there is a working capital reserve of $1,900 as of March 31, 2015 and December 31, 2014 which is recorded on the condensed consolidated balance sheet as Other assets. All these five vessels left the 2011 VLCC Pool by the end of May 2013, while the Company continues to own and operate these vessels. These five vessels have receivables from the 2011 VLCC Pool, including the working capital reserve, amounting to $3,446 as of March 31, 2015 and December 31, 2014 for undistributed earnings and bunkers onboard the vessels when they entered into the 2011 VLCC Pool and certain other advances made by the Company on behalf of the vessels in the 2011 VLCC Pool.

See Note 16—Commitments and Contingencies for discussion regarding a dispute on balances due from the 2011 VLCC Pool.

Unique Tankers Pool

On November 29, 2012, Unique Tankers LLC, a wholly-owned subsidiary of the Company ("Unique Tankers"), entered into an Agency Agreement (the "Unique Agency Agreement") with Unipec UK Company Limited ("Unipec") for purposes of establishing and operating a pool of tanker vessels (the "Unique Pool") to be employed in the worldwide carriage or storage of crude oil, fuel oil or other products. Pursuant to the Unique Agency Agreement, Unique Tankers is jointly managed by General Maritime Management LLC, a wholly-owned subsidiary of the Company ("GMM"), and Unipec through a pool committee (the "Unique Pool Committee"). The Unique Agency Agreement continues in full force and effect until terminated by either party.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

11. VESSEL POOL ARRANGEMENTS (Continued)

Subject to the direction of the Unique Pool Committee, GMM acts as Unique Pool manager, providing administrative services to Unique Tankers. GMM also oversees, monitors and assists with, as requested, commercial management of the Unique Pool Vessels. GMM is entitled to receive a fixed fee per day for each Unique Pool Vessel for such services. All such fees have been eliminated in consolidation. For the three months ended March 31, 2015 and 2014, all of the Unique Pool Vessels were owned by the Company. Pursuant to the Unique Agency Agreement, Unipec has acted as the exclusive commercial manager of the Unique Pool Vessels, and as compensation receives a certain percentage of the gross voyage revenues obtained by each Unique Pool Vessel (the "Unique Agency Fee"); this percentage may vary and be subject to adjustments based on criteria set forth in the Unique Agency Agreement. For the three months ended March 31, 2015 and 2014, the Unique Agency Fee amounted to $802 and $877, respectively, and is included in the Voyage Expenses on the condensed consolidated statements of operations.

As of March 31, 2015 and December 31, 2014, 15 and 17 of the Company's vessels, respectively, were chartered into the Unique Pool. For the three months ended March 31, 2015 and 2014, voyage revenue associated with the Unique Pool of $90,969 and $93,850, respectively, is included in the condensed consolidated statements of operations.

12. LEASE COMMITMENTS

In 2004, the Company entered into a 15-year lease for office space in New York, New York. The monthly rental is as follows: Free rent from December 1, 2004 to September 30, 2005, $110 per month from October 1, 2005 to September 30, 2010, $119 per month from October 1, 2010 to September 30, 2015, and $128 per month from October 1, 2015 to September 30, 2020. The monthly straight-line rental expense is $145, including amortization of the lease asset recorded on May 17, 2012 associated with fresh-start accounting, for the period from May 18, 2012 to September 30, 2020. During the three months ended March 31, 2015 and 2014, the Company recorded $439 of expense associated with this lease each quarter.

Future minimum rental payments on this lease for the next five years are as follows: 2015 (from April 1, 2015)—$1,097, 2016- $1,536, 2017- $1,536, 2018- $1,536, and thereafter—$2,688.

13. CLOSING OF PORTUGAL OFFICE

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(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

13. CLOSING OF PORTUGAL OFFICE (Continued)

have been managed by the Portugal office to a third-party ship manager with its principal office in Mumbai, India. Management commenced the change of management of the vessels in May 2014 and completed the change in November 2014.

For the three months ended March 31, 2015, costs incurred associated with the closing of the Portugal office amounted to $192 and are included in Closing of Portugal office on the condensed consolidated statement of operations. As of March 31, 2015 and December 31, 2014, a balance of $794 and $1,127, respectively, remains outstanding and is included in Accounts payable and accrued expenses on the condensed consolidated balance sheets.

	Closing of Portugal Office

Balance as of January 1, 2015	$	1,127
Expenses accrued		192
Amount paid		(412	)
Revaluation gain on payables in Euros		(113	)

Balance as of March 31, 2015	$	794

14. RELATED PARTY TRANSACTIONS

The following are related party transactions not disclosed elsewhere in these financial statements:

During the three months ended March 31, 2015 and 2014, the Company incurred office expenses totaling $2 and $2, respectively, on behalf of P C Georgiopoulos & Co. LLC, an investment management company controlled by Peter C. Georgiopoulos, the Chairman of the Company's Board. As of March 31, 2015 and December 31, 2014, a balance due from P C Georgiopoulos & Co., LLC of $15 and $14, respectively, remains outstanding.

During the three months ended March 31, 2015 and 2014, the Company incurred fees for legal services aggregating $2 and $21, respectively, due to the father of Peter C. Georgiopoulos. As of March 31, 2015 and December 31, 2014, a balance due to the father of Peter C. Georgiopoulos of $2 and $0, respectively, remains outstanding.

During the three months ended March 31, 2015 and 2014, the Company incurred certain business, travel, and entertainment costs totaling $30 and $28, respectively, on behalf of Genco Shipping & Trading Limited ("Genco"), an owner and operator of dry bulk vessels. Peter C. Georgiopoulos is chairman of Genco's board of directors. As of March 31, 2015 and December 31, 2014, a balance due from Genco of $30 and $53, respectively, remains outstanding.

During the three months ended March 31, 2015 and 2014, Genco made available certain of its employees who performed internal audit services for the Company for which the Company was invoiced $0 and $35, respectively, based on actual time spent by the employees. As of March 31, 2015 and December 31, 2014, a balance of $0 and $12, respectively, remains outstanding.

During the three months ended March 31, 2015 and 2014, Aegean Marine Petroleum Network, Inc. ("Aegean") supplied bunkers and lubricating oils to the Company's vessels aggregating

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14. RELATED PARTY TRANSACTIONS (Continued)

$1,989 and $4,029, respectively. As of March 31, 2015 and December 31, 2014, a balance of $0 and $560, respectively, remains outstanding. Peter Georgiopoulos is the chairman of Aegean's board of directors, John Tavlarios is a member of the Company's Board and the president and chief executive officer of the Company and is on the board of directors of Aegean. During the second half year of 2014, Aegean chartered one of the Company's voyages (no such transactions during the three months ended March 31, 2015 and 2014). As of March 31, 2015 and December 31, 2014, a balance of $0 and $317, respectively, remains outstanding. In addition, the Company provided office space to Aegean and Aegean incurred rent and other expenses in its New York office during the three months ended March 31, 2015 and 2014 for $52 and $49, respectively. As of March 31, 2015 and December 31, 2014, a balance of $1 and $5, respectively, remains outstanding.

During the three months ended March 31, 2015 and 2014, the Company provided office space to Chemical Transportation Group, Inc. ("Chemical"), an owner and operator of chemical vessels for $15 and $0, respectively. Peter C. Georgiopoulos is chairman of Chemical's board of directors. No balances remain outstanding as of March 31, 2015 and December 31, 2014.

During 2013, the Company assigned certain payments associated with bunker supply contracts with third-party vendors amounting to $20,364 to Oaktree Principal Bunker Holdings Ltd., which is managed by Oaktree Capital Management, L.P. Three board members of the Company are associated with or employed by Oaktree Capital Management, L.P. The fees payable to Oaktree Principal Bunker Holdings Ltd. for this assignment amounted to $824 and $1,141 for the three months ended March 31, 2015 and 2014, respectively, and this amount is included in Voyage expenses on the condensed consolidated statement of operations. As of March 31, 2015 and December 31, 2014, the balance due to Oaktree Principal Bunker Holdings Ltd. of $15,130 and $14,306, respectively, remains outstanding, and is included in Accounts payable and accrued expenses on the condensed consolidated balance sheets.

Amounts due from the related parties described above as of March 31, 2015 and December 31, 2014 are included in Prepaid expenses and other current assets on the condensed consolidated balance sheets; amounts due to the related parties described above as of March 31, 2015 and December 31, 2014 are included in Accounts payable and accrued expenses on the condensed consolidated balance sheets.

15. STOCK-BASED COMPENSATION

For the three months ended March 31, 2015 and 2014, amortization of the fair value of these stock options was $242 and $396, respectively, which is included in the Company's condensed consolidated statements of operations as a component of general and administrative expense. Amortization of the unamortized stock-based compensation balance of $941 as of March 31, 2015 is expected to be $478, $369, and $94 during the fiscal years ending December 31, 2015 (remaining months), 2016 and 2017, respectively. During the three months ended March 31, 2015 and 2014, none of these options were exercised or forfeited.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

15. STOCK-BASED COMPENSATION (Continued)

The following table summarizes certain information about stock options outstanding as of March 31, 2015 and December 31, 2014:

		Options Outstanding, March 31, 2015						Options Exercisable, March 31, 2015

Exercise Price		Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Number of Options		Weighted Average Exercise Price
$	38.26		343,662	$	38.26		7.1		137,465	$	38.26

		Options Outstanding, December 31, 2014						Options Exercisable, December 31, 2014

Exercise Price		Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Number of Options		Weighted Average Exercise Price
$	38.26		343,662	$	38.26		7.4		—		—

16. COMMITMENTS AND CONTINGENCIES

GENMAR PROGRESS

In August 2007, an oil sheen was discovered and reported by shipboard personnel in the vicinity of the Genmar Progress, in Guayanilla Bay, Puerto Rico. Subsequently, the U.S. Coast Guard formally designated the Genmar Progress as a source of the pollution incident. In October 2010, the United States, GMR Progress, LLC, and General Maritime Management (Portugal) L.d.A. executed a Joint Stipulation and Settlement Agreement. Pursuant to the terms of this agreement, the United States agreed to accept $6,273 in full satisfaction of oil spill response costs of the Coast Guard and certain natural damage assessment costs incurred through the date of settlement. The settlement had been paid in full by the vessel's protection & indemnity underwriters.

In April 2013, the Natural Resource Trustees for the United States and the Commonwealth of Puerto Rico, or the "Trustees," submitted a claim to GMR Progress, LLC and General Maritime Management (Portugal) L.d.A. for alleged injury to natural resources as a result of this oil spill, primarily seeking monetary damages in the amount of $4,940 for both loss of beach use and compensation for injury to natural resources such as mangroves, sea grass and coral. On July 7, 2014, the Trustees presented a revised claim for $7,851, consisting of $848 for loss of beach use, $4,906 for injuries to mangroves, sea grass and coral, $83 for uncompensated damage assessment costs and $2,014 for a 35% contingency for monitoring and oversight. This claim is disputed and has been reported to the vessel's protection & indemnity underwriters, who are expected to fund the settlement of any such claim. The parties are arranging for an initial settlement meeting in Puerto Rico on a mutually convenient date in summer of 2015.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

16. COMMITMENTS AND CONTINGENCIES (Continued)

2011 VLCC POOL DISPUTE

As of March 31, 2015 and December 31, 2014, amount due from the 2011 VLCC Pool of $3,446 was included in Other assets (noncurrent). It is possible, although not assured, that the Company may be able to obtain payment of this amount by accessing the funds in the Escrow Account currently being held by the attorneys of the 2011 VLCC Pool Operator (see below Atlas Charter Dispute for a description of the Escrow Account).

ATLAS CHARTER DISPUTE

On April 22, 2013, GMR Atlas LLC, a vessel owning subsidiary of the Company, submitted to arbitration in accordance with the terms of the London Maritime Arbitrator's Association a claim for declaratory relief as to the proper construction of certain provisions of a Charterparty contract (the "Atlas Charterparty") between GMR Atlas LLC and, the party chartering a vessel from GMR Atlas LLC (the "Atlas Claimant") relating to, among other things, customer vetting eligibility. The Atlas Claimant is an affiliate of the 2011 VLCC Pool Operator. The Atlas Claimant initially counterclaimed (the "Initial Atlas Claims") for repayment of hire and other amounts paid under the Atlas Charterparty during the period from July 22, 2012 to November 4, 2012 and also asserted claims for interests and costs. GMR Atlas LLC provided security for those claims, plus amounts in respect of interest and costs, in the sum of $3,498 pursuant to an escrow agreement (the "Escrow Account"). The Initial Atlas Claims were dismissed with prejudice to the extent they were for repayment of hire or other amounts paid prior to October 26, 2012 and this dismissal is no longer subject to appeal.

The Atlas Claimant served further submissions on March 7, 2014 which set out claims in the aggregate amount of $3,951 plus an unquantified claim for interest and legal costs (the "Subsequent Atlas Claims") arising from the Atlas Charterparty, including primarily claims for damages (as opposed to a claim for repayment) for alleged breaches of customer vetting eligibility requirements. The Subsequent Atlas Claims, in addition to setting out new claims not previously asserted, also include the portion of the Initial Atlas Claims which had not been dismissed. The $3,498 security previously provided in respect of the Initial Atlas Claims remains held in respect of the Subsequent Atlas Claims. The aggregate amount of claims currently asserted by the Atlas Claimant in respect of the Atlas Charterparty is $3,951 plus an unquantified claim for interest and legal costs. These claims are

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16. COMMITMENTS AND CONTINGENCIES (Continued)

presently proceeding in London arbitration. Both parties have exchanged lists of documents for standard disclosure and copies of the documents to be disclosed. The next stage will be the exchange of witness statements of fact and the preparation of an expert report for exchange. As of the date of this report, the Company is not able to determine the likelihood of the outcome.

17. SUBSEQUENT EVENTS

In preparing the condensed consolidated financial statements, the Company has evaluated events and transactions occurring after March 31, 2015 for recognition or disclosure purposes. Based on this evaluation, from April 1, 2015 through May 22, 2015, which represents the date the condensed consolidated financial statements were available to be issued, and June 7, 2015, the date the condensed consolidated financial statements were available to be re-issued, no material events have been identified other than the following:

AGREEMENT AND PLAN OF MERGER

On May 7, 2015, the Company consummated the merger contemplated by that certain agreement and plan of merger (the "Merger Agreement") with Gener8 Maritime Acquisition, Inc. ("Gener8 Acquisition"), Navig8 Crude Tankers, Inc. ("Navig8 Crude") and the equity-holders' representatives named therein. Gener8 Acquisition is a wholly owned subsidiary of the Company. Navig8 Crude is party to newbuilding contracts for 14 VLCC tankers with deliveries scheduled to commence beginning the third quarter of 2015. As of March 31, 2015, Navig8 Crude's estimated commitments associated with these newbuildings through their expected delivery dates were approximately $996,754, of which $306,654, $642,200 and $47,900 is due in 2015, 2016 and 2017, respectively.

Pursuant to the Merger Agreement, Gener8 Acquisition merged with and into Navig8 Crude with Navig8 Crude continuing as the surviving corporation ("the Merger"). As a result of the Merger, Navig8 Crude is a wholly owned subsidiary of the Company and was renamed Gener8 Maritime Subsidiary Inc. ("Gener8 Subsidiary"). The Company was renamed Gener8 Maritime Inc. ("Gener8 Maritime").

At the closing of the Merger, the Company deposited into an account maintained by an exchange and paying agent, in trust for the benefit of Navig8 Crude's former shareholders, 31,233,170 shares of Gener8 Maritime and $4,527 in cash. The number of shares and amount of cash deposited into such account were calculated based on an assumption that the holders of 1% of Navig8's shares are not permitted pursuant to the Securities Act of 1933, as amended (the "Securities Act") under the Merger Agreement to receive shares of the Company as consideration and will receive cash instead. If, at any time, the Company determines that more or less than 1% of Navig8's shares are not permitted to receive shares of the Company as consideration, the Company and the exchange and paying agent shall exchange cash for shares, as necessary in accordance with the terms of the Merger Agreement.

In connection with the closing of the Merger, the Company's Class A and Class B common stock were converted to a single class of common stock on a 1:1 basis upon the filing of the Company's Third Amended and Restated Articles of Incorporation. At the effective time of the Merger, each issued and outstanding share of common stock of Gener8 Acquisition, immediately prior to the effective time of the Merger, was automatically converted into common stock of the surviving corporation; and each

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17. SUBSEQUENT EVENTS (Continued)

issued and outstanding share of common stock of Navig8 Crude was cancelled and converted into the right to receive 0.8947 shares of common stock of Gener8 Maritime, provided that if shares of common stock of Gener8 Maritime cannot be issued to a holder of shares of common stock of Navig8 Crude in compliance with an exemption from registration under the Securities Act, such holder's shares of common stock of Navig8 Crude will be cancelled and converted into the right to receive cash in an amount equal to the number of shares of common stock of Gener8 Maritime such holder would have received multiplied by $14.348.

Under the Merger Agreement, until May 7, 2017, subject to a maximum amount of $75,000 and deductible of $5,000, Gener8 Maritime will indemnify and defend each of the holders of the Company's common stock and Navig8 Crude's common stock immediately prior to the Merger in respect of certain losses arising from inaccuracies or breaches in the representations and warranties of, or the breach prior to the closing of the Merger by, Navig8 Crude and the Company, respectively. The obligation to indemnify for such losses shall be payable by issuing shares of Gener8 Maritime common stock with a fair market value equal to the amount of such loss.

EQUITY PURCHASE AGREEMENT

In connection with the Merger, the Company entered into that certain equity purchase agreement (the "Equity Purchase Agreement"), dated as of February 24, 2015, with Navig8 Crude and certain of their respective shareholders (the "Commitment Parties") under which the Commitment Parties have agreed to purchase up to $125 million of shares of Gener8 Maritime's common stock at an exercise price of $12.914 (the "Exercise Price") per share (the "Purchase Commitments"), subject to adjustments as described in the Equity Purchase Agreement. The board of directors of Gener8 Maritime may exercise the Purchase Commitments, from time to time in up to three tranches, by delivering a notice of exercise to the Commitment Parties for the subscription and purchase of shares of Gener8 Maritime's common stock at any time prior to 6 months following the closing of the Merger (which period may be extended, at Gener8 Maritime's election, an additional 6 months). Upon the delivery of an exercise notice, each Commitment Party must purchase at the Exercise Price the number of shares set forth in such Commitment Party's notice of exercise.

Upon the closing of the Merger, Gener8 Maritime paid each Commitment Party a Purchase Premium in the form of shares of Gener8 Maritime common stock equal to 5% of the shares that the Commitment Party is obligated to purchase. Upon an extension of the initial 6-month term by Gener8 Maritime, if any, Gener8 Maritime will pay each Commitment Party an additional Purchase Premium in the form of shares of Gener8 Maritime common stock equal to 7.5% of the shares that the Commitment Party remains obligated to purchase.

The Purchase Commitments will terminate on the earlier of the six-month anniversary of the Merger (subject to an additional six month extension by Gener8 Maritime) and the date of an initial public offering of Gener8 Maritime's common stock that results in proceeds to Gener8 Maritime of at least $200,000 less any amounts raised by Gener8 Maritime by issuances of common stock or other equity securities.

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(DOLLARS IN THOUSANDS, EXCEPT PER DAY AND PER SHARE DATA)

17. SUBSEQUENT EVENTS (Continued)

SHAREHOLDERS AGREEMENT

On May 7, 2015, Gener8 Maritime entered into that certain shareholders agreement (the "Shareholders Agreement") with certain shareholders of the Company. The Shareholders Agreement sets forth certain understandings and agreements with respect to certain corporate governance matters, including (i) fixing the number of directors serving on Gener8 Maritime's board of directors at seven, (ii) obligating certain shareholders to vote their shares to support the election of directors designated by certain other shareholders, (iii) creating a strategic management committee and appointing directors thereto and (iv) creating a compensation committee and appointing directors thereto. The Shareholders Agreement terminates upon the earlier of (a) the consummation of the underwritten public offering of the Company's Common Stock registered under the Securities Act and (b) with respect to each shareholder party to the Shareholders Agreement, when each such shareholder and its affiliates no longer beneficially own any shares of common stock of the Company.

REGISTRATION RIGHTS AGREEMENT

On May 7, 2015, Gener8 Maritime entered into that certain Second Amended and Restated Registration Rights Agreement (the "2015 Registration Rights Agreement"), which provides that certain shareholders will be entitled to demand a certain number of long-form registrations and short-form registrations of all or part of their registerable securities, subject to certain exceptions specified thereunder.

WARRANT AGREEMENT

In connection with the Merger, the Company entered into an amended and restated warrant agreement (the "2015 Navig8 warrant agreement") with Navig8 Limited (or the subsequent transferee, the "2015 Navig8 warrantholder"). Under the 2015 Navig8 warrant agreement, 1,600,000 warrants that had, prior to the Merger, provided the 2015 Navig8 warrantholder the right to purchase 1,600,000 shares of Navig8 common stock at $10 per share of Navig8 common stock were converted into warrants entitling the 2015 Navig8 warrantholder to purchase 0.8947 shares of our common stock for each warrant held for a purchase price of $10.00 per warrant, or $11.18 per share.

The 2015 warrants, which expire on March 31, 2016, vest in five equal tranches, with each tranche vesting upon the Company's common shares reaching the following trading thresholds following an initial public offering: $15.09, $16.21, $17.32, $18.44 and $19.56. These trading thresholds represent the volume-weighted average price of the Company's shares over any period of ten consecutive trading days during which there is a minimum cumulative trading volume of $2 million.

OPTION AGREEMENT

In connection with the Merger, the Company agreed to convert any outstanding option to acquire Navig8 common stock into an option to acquire the number of shares of the common stock of the Company equal to the product obtained by multiplying (i) the number of shares of Navig8 common stock subject to such stock option immediately prior to the consummation of the Merger by (ii) 0.8947, at an exercise price per share equal to the quotient obtained by dividing (A) the per share exercise price specified in such stock option immediately prior to the Merger by (B) 0.8947. The Company also

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17. SUBSEQUENT EVENTS (Continued)

agreed to treat the option agreement between Navig8 and L. Spencer Wells as exercisable through July 8, 2017.

ADVISORY FIRM ENGAGEMENT LETTER

In addition, the Company signed an engagement letter ("Engagement Letter") with an independent investment banking advisory firm (the "Advisory Firm") on July 17, 2014 to confirm that the Advisory Firm will act as a financial advisor to the Company for the purpose of the Merger. Under the terms of the Engagement Letter, the Company paid the Advisory Firm an aggregate of $6,000 comprised of $500 upon the Advisory Firm informing the Company that it is prepared to render an opinion in respect of the fairness, from a financial point of view, to the Company and/or its shareholders of the consideration to be paid in a proposed transaction and $5,500 upon consummation of the Merger. $500 has been included in General and administrative expenses on the condensed consolidated statement of operations for the three months ended March 31, 2015.

SENIOR SECURED CREDIT FACILITIES AMENDMENT

On April 7, 2015, the Company entered into an amendment to the Senior Secured Credit Facilities, which amends certain provisions of the Senior Secured Credit Facilities, including amendments to the "change of control" definition and the investments and merger covenants, among others, in order to permit the Company to enter into the transactions contemplated under the Merger Agreement. These amendments are subject to an additional covenant which limits cash payments related to the Merger by the Company or any of its subsidiaries unless funded solely from Gener8 Subsidiary and its subsidiaries or its predecessors in interest (with a limited exception for amounts funded by VLCC Corp. and its subsidiaries which must be reimbursed by Gener8 Subsidiary and its subsidiaries within 30 days of the Merger) and limits investments in Gener8 Subsidiary and its subsidiaries unless funded solely from amounts received from the issuance of equity received after the amendment effective date. The covenant also has restrictions on the Company or any of its subsidiaries from guaranteeing or otherwise becoming liable for debt or any obligations under any newbuild or vessel acquisition contract of Gener8 Subsidiary (or its predecessors-in-interest) or any of its subsidiaries, amending or waiving provisions of the Merger or the Equity Purchase Agreement or making any cash payments pursuant to the indemnification provision of the Merger Agreement.

NOTE AND GUARANTEE AGREEMENT AMENDMENT

On April 30, 2015, we entered into an amendment, by and among the parties to the Note and Guarantee Agreement, which amended the change of control provision to permit the transactions contemplated by the Merger Agreement.

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Shares

GENER8 MARITIME, INC.

Common Stock

P R E L I M I N A R Y P R O S P E C T U S

Citigroup
UBS Investment Bank
Jefferies
Evercore ISI
DNB Markets
SEB
Pareto Securities
Axia

Until , (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth all costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the issuance and distribution of the common shares being registered. All amounts shown are estimates except for the SEC registration fee, the Financial Industry Regulatory Authority, Inc., or "FINRA," filing fee and the NYSE listing fee.


SEC registration fee	$	*
Printing and engraving expense		*
Legal fees and expenses		*
Accounting fees and expenses		*
NYSE listing fee		*
FINRA filing fee		*
Transfer agent fees and expenses		*
Miscellaneous expenses		*


Total	$	*

*: To be completed by amendment.

Item 14. Indemnification of Directors and Officers

Indemnification

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and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person's conduct was unlawful.

Limitations on Personal Liability

•: for any breach of the director's duty of loyalty to the corporation or its shareholders;
•: for acts or omissions not undertaken in good faith or which involve intentional misconduct or a knowing violation of law; or
•: for any transaction from which the director derived an improper personal benefit.

•: for any breach of the director's duty of loyalty to the corporation or its shareholders;
•: for acts or omissions not undertaken in good faith or which involve intentional misconduct or a knowing violation of law; or
•: for any transaction from which the director derived an improper personal benefit.

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Item 15. Recent Sales of Unregistered Securities

Issuance of Securities under Chapter 11 Plan

Pursuant to the chapter 11 plan, on the effective date, all our outstanding prepetition equity securities, including but not limited to all outstanding shares of our common stock, par value $0.01 per share, and all outstanding options and contractual or other rights to acquire any equity securities in the Company, were canceled and discharged and are of no further force and effect, whether surrendered for cancelation or otherwise, and holders of such prepetition equity securities received no distributions under the chapter 11 plan in respect thereof. In addition, among other things, the Chapter 11 plan provided for the issuance of 200,011 shares of Common Stock and warrants exercisable for up to 309,296 shares of Common Stock at an exercise price of $42.50 to our prepetition general unsecured creditors and a total of 9,800,560 shares of Common Stock to Oaktree.

Of the 200,011 shares allocated to our unsecured creditors, 195,070 shares have, as of May 15, 2015, been distributed to creditors and 4,941 shares remain in an escrow account in respect of disputed claims. Of the warrants allocated to our unsecured creditors, warrants exercisable for 301,655 shares have, as of November 6, 2014, been distributed to creditors, and warrants exercisable for 7,641 shares remain in an escrow account in respect of disputed claims. To the extent that any shares or warrants remain in escrow following resolution of the disputed claims, they will either be distributed pro rata to holders of claims which were previously allowed, or, if the amount remaining is de minimis, they will be returned to us. Although these escrowed shares are not treated as outstanding for purposes of voting, when referencing outstanding shares or issued shares in this prospectus, we will, unless otherwise indicated by context, treat the escrowed shares as if they are outstanding and issued to holders of allowed general unsecured claims. See " Business—Chapter 11 Reorganization " for more information regarding the issuance of these shares and warrants. The offer and distribution of these shares and warrants, as well as the shares underlying these warrants was exempt from registration pursuant to Section 1145 of the Bankruptcy Code.

The 9,800,560 shares of Common Stock issued to Oaktree on the effective date consisted of:

•: 4,750,271 shares issued to Oaktree pursuant to the Chapter 11 plan in exchange for the conversion of secured claims held by Oaktree in respect of the Oaktree prepetition credit facility, which we refer to as the "Oaktree conversion shares"; and
•: 5,050,289 shares issued to Oaktree pursuant to the Chapter 11 plan in exchange for a $175.0 million investment, which we refer to as the "Oaktree investment shares."

The issuance of the Oaktree investment shares was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and these shares are restricted securities. Oaktree represented to us that it was an "accredited investor," as defined in Regulation D promulgated under the Securities Act, and agreed that the Oaktree investment shares could not be sold in the absence of an effective registration statement or an exemption from registration. We did not engage in a general solicitation or advertising with respect to the issuance of the Oaktree investment shares and did not offer any securities to the general public in connection with such issuance. The issuance of the Oaktree conversion shares was exempt from the registration requirements of the Securities Act pursuant to Section 1145 of the Bankruptcy Code.

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Grant of Options to Executive Officers

In addition, on the effective date, pursuant to the 2012 Equity Incentive Plan (which was provided for by the chapter 11 plan) described above under " Executive Compensation—2012 Equity Incentive Plan, " John Tavlarios was granted options to purchase 229,108 shares of Common Stock, Leonard Vrondissis was granted options to purchase 57,277 shares of Common Stock and Milton Gonzales was granted options to purchase 57,277 shares of Common Stock. Our former chief financial officer was also granted options to purchase 171,831 shares of Common Stock. When our former chief financial officer resigned in February 2013, he forfeited these options in accordance with their terms. The terms of these options are described above under " Executive Compensation—2012 Equity Incentive Plan. "

The grant of these options, as described above, was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Each of the recipients of the options was an "accredited investor," as defined in Regulation D promulgated under the Securities Act. Each such recipient agreed that the options were non-transferable other than by testamentary disposition or by the laws of descent and distribution. We did not engage in a general solicitation or advertising with respect to the issuance of such options and did not offer any options to the general public in connection with such issuance.

It is expected that these options will be surrendered and cancelled in connection with the consummation of this offering. See " Executive Compensation—2012 Equity Incentive Plan " for further information.

June 2012 Issuance to Oaktree's Financial Advisor

Pursuant to an Equity Purchase Agreement, dated as of December 15, 2011 and amended on March 26, 2012, which we refer to as the "Oaktree purchase agreement," among us and Oaktree, and an order of the Bankruptcy Court, which we refer to as the "Oaktree purchase agreement order," authorizing the debtors to enter into the Oaktree purchase agreement, we were required to reimburse Oaktree for certain advisory fees, including those owed to an investment bank, which we refer to as the "Oaktree financial advisor," incurred in connection with the Oaktree purchase agreement, the Chapter 11 cases and certain related matters.

The issuance of the common shares to the Oaktree financial advisor, as described above, was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. The Oaktree financial advisor represented to us that it was an "accredited investor," as defined in Regulation D promulgated under the Securities Act, and agreed that the securities could not be sold in the absence of an effective registration statement or an exemption from registration. We did not engage in a general solicitation or advertising with respect to the issuance of such securities and did not offer any securities to the general public in connection with such issuance.

December 2012 Issuance to BlueMountain

On December 21, 2012, pursuant to a Common Stock Subscription Agreement, dated as of November 1, 2012, which we refer to as the "BlueMountain subscription agreement," among the Company, Oaktree and BlueMountain, we issued 1,084,269 common shares in a private placement to BlueMountain for net proceeds of $28.9 million.

The issuance of the shares of Common Stock to BlueMountain, as described above, was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Each BlueMountain entity receiving

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the shares represented to us that it was an "accredited investor," as defined in Regulation D promulgated under the Securities Act, and agreed that the securities could not be sold in the absence of an effective registration statement or an exemption from registration. We did not engage in a general solicitation or advertising with respect to the issuance of such securities and did not offer any securities to the general public in connection with such issuance.

April 2013 Issuance to GMR Financial Advisor

Pursuant to a Letter Agreement, dated as of October 3, 2011, between us and an investment bank, which we refer to as the "GMR financial advisor," we were required to pay the GMR financial advisor certain fees and expenses incurred in connection with financial advisory services rendered by the GMR financial advisor to us in connection with our Chapter 11 restructuring. On April 25, 2013, we issued 102,227 shares of Class A Common Stock to the GMR financial advisor in a private placement in satisfaction of approximately $2.8 million of remaining outstanding fees owed to the GMR financial advisor.

The issuance of the shares of Common Stock to the GMR financial advisor, as described above, was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. The GMR financial advisor represented to us that it was an "accredited investor," as defined in Regulation D promulgated under the Securities Act, and agreed that the securities could not be sold in the absence of an effective registration statement or an exemption from registration. We did not engage in a general solicitation or advertising with respect to the issuance of such securities and did not offer any securities to the general public in connection with such issuance.

June - August 2013 Series A Preferred Stock Issuances

On June 27, 2013, we authorized 150,000 shares of a new series of Series A Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share that ranked senior to our common stock. The Series A Preferred Stock ranked senior as to dividends over our common stock and any other class of stock that by its terms ranks junior as to dividends to the Series A Preferred Stock, when and if issued. Each share of Series A Preferred Stock was entitled to receive dividends when, as and if declared by our Board, and to the extent permitted under our outstanding indebtedness existing at the time of a declaration or payment, at an annual rate of 25% on each share's $1,000 liquidation preference, compounded quarterly and accruing from the date of issuance. Dividends on the Series A Preferred Stock accrue until our liquidation or until they are redeemed, reclassified, exchanged or otherwise acquired by us.

On each of June 28, 2013 and July 3, 2013, we issued 5,000 shares on each date of Series A Preferred Stock to Oaktree in a private placement for $1,000 per share, resulting in aggregate net proceeds of $5.0 million on June 28, 2013 and $5.0 million on July 3, 2013. In August 2013, we issued an aggregate of 146 shares of Series A Preferred Stock in private placements for $1,000 per share to two additional accredited investors. As described below under " Class B Financing ," all 10,146 shares of Series A Preferred Stock, together with the accumulated and unpaid dividends of $1.2 million, were converted into 611,648 shares of Class B Common Stock.

The issuance of the shares of Series A Preferred Stock, as described above, was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. The purchasers of the Series A Preferred Stock represented to us that they were "accredited investors," as defined in Regulation D promulgated under the Securities Act, and agreed that the securities could not be sold in the absence of an effective registration statement or an exemption from registration. We did not engage in a general solicitation or advertising with respect to the issuance of such securities and did not offer any securities to the general public in connection with such issuance.

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December 2013 Class B Financing

On December 12, 2013, we issued 10,702,702 shares of Class B Common Stock in a private placement for $18.50 per share, resulting in aggregate gross proceeds of approximately $198.0 million, pursuant to an Amended and Restated Subscription Agreement, or the "December 2013 Class B subscription agreement," by and among the Company, OCM Marine Holdings and certain other accredited investors party thereto which we refer to collectively as the "December 2013 Class B investors."

In connection with the purchase and sale of the Class B shares, all of our outstanding shares of Series A Preferred Stock were converted into Class B shares at a price of $18.50 per share of Class B Common Stock based on the liquidation preference of, plus accrued and unpaid dividends on, the Series A Preferred Stock. We refer to this as the "Series A Preferred conversion." The Series A Preferred conversion was approved by Oaktree and our Board, in accordance with the Statement of Designation, Powers, Preferences and Rights of Series A Preferred Stock, dated as of June 28, 2013. As a result of the Series A Preferred conversion, on December 12, 2013, 10,146 shares of Series A Preferred Stock were converted into 611,468 shares of Class B Common Stock.

In connection with the issuance of the Class B Common Stock in December 2013, our Articles of Incorporation and Shareholders Agreement were each amended and restated. See " Related Party Transactions—December 2013 Class B Financing " for a description of these amendments.

On January 24, 2014, we made a preemptive rights offering to all of our eligible shareholders. On February 3, 2014, we issued 16,250 Class B shares pursuant to preemptive rights in a private placement for $18.50 per share to an accredited investor.

The issuance of the Class B shares, as described above, was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. The recipients of the Class B shares represented to us that they were "accredited investors," as defined in Regulation D promulgated under the Securities Act, and agreed that the securities could not be sold in the absence of an effective registration statement or an exemption from registration. We did not engage in a general solicitation or advertising with respect to the issuance of such securities and did not offer any securities to the general public in connection with such issuance.

March 2014 Class B Financing

On March 21, 2014, we issued 9,000,001 shares of Class B Common Stock in a private placement for $18.50 per share, or the "March 2014 private placement", resulting in aggregate gross proceeds to the Company of approximately $166.5 million, pursuant to subscription agreements, which we refer to as the "March 2014 subscription agreements," entered individually with certain of our existing shareholders and OCM Marine Holdings. Pursuant to the terms of the March 2014 subscription agreements, we agreed to use all or substantially all of the net proceeds of the March 2014 private placement for purposes of satisfying our obligations in connection with the VLCC SPV stock purchase and VLCC shipbuilding contracts described above under " Business—VLCC Newbuildings ." To the extent such net proceeds exceed the aggregate amount of such obligations, we are permitted to use the remaining net proceeds for general corporate purposes. On March 25, 2014, we used approximately $162.7 million of the proceeds of the March 2014 private placement to fund the purchase price of the VLCC shipbuilding SPVs as described elsewhere in this prospectus.

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On May 5, 2014, we made a preemptive rights offering of Class B Common Stock to certain eligible shareholders. On May 21, 2014, we issued 2,577 shares of Class B Common Stock in a private placement for $18.50 per share to an investor exercising its preemptive rights.

June 2014 Class B Financing

Senior Notes

The issuance of the senior notes, as described above, was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. The note purchasers represented to us that they were "accredited investors," as defined in Regulation D promulgated under the Securities Act, and agreed that the senior notes could not be sold in the absence of an effective registration statement or an exemption from registration. We did not engage in a general solicitation or advertising with respect to the issuance of such securities and did not offer any securities to the general public in connection with such issuance.

See " Description of Indebtedness—Senior Notes " for further information regarding the senior notes.

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2015 Merger

On February 24, 2015, General Maritime Corporation (our former name), Gener8 Maritime Acquisition, Inc. (one of our wholly-owned subsidiaries), Navig8 and each of the equityholders' representatives named therein entered into an Agreement and Plan of Merger, pursuant to which former Navig8 shareholders received shares of our common stock. See " Related Party Transactions—2015 Merger Related Transactions—Agreement and Plan of Merger " for further information.

The issuance of such shares of our common stock is in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under Regulation D under the Securities Act, based on our determination that the shares of the Company were only offered to "accredited investors" as defined in Rule 501 under the Securities Act. The former Navig8 shareholders who received common shares represented to us that they were "accredited investors," as defined in Regulation D promulgated under the Securities Act, and agreed that the shares could not be sold in the absence of an effective registration statement or an exemption from registration. We did not engage in a general solicitation or advertising with respect to the issuance of such securities and did not offer any securities to the general public in connection with such issuance.

2015 Equity Purchase Agreement

On February 24, 2015, we entered into an equity purchase agreement with Navig8, Avenue, BlackRock, BlueMountain, Monarch, Oaktree, Twin Haven and/or their respective affiliates. We refer to this agreement as the "2015 equity purchase agreement." In April 2015, certain other accredited investors became parties to the 2015 equity purchase agreement through the execution of joinders thereto. We refer to both the original and subsequent signatories to the 2015 equity purchase agreement as the "2015 commitment parties." Pursuant to the terms of the 2015 equity purchase agreement, we issued 483,971 shares of our common stock to the 2015 commitment parties as a commitment premium upon the closing of the merger as consideration for their purchase commitments. See " Related Party Transactions—2015 Merger Related Transactions—Equity Purchase Agreement " for further information.

We issued these shares to the 2015 commitment parties in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under Regulation D under the Securities Act, based on our determination that the shares of the Company were only offered to "accredited investors" as defined in Rule 501 under the Securities Act. The 2015 commitment parties who received common shares represented to us that they were "accredited investors," as defined in Regulation D promulgated under the Securities Act, and agreed that the shares could not be sold in the absence of an effective registration statement or an exemption from registration. We did not engage in a general solicitation or advertising with respect to the issuance of such securities and did not offer any securities to the general public in connection with such issuance.

2015 Navig8 Warrant Agreement

In connection with the 2015 merger we entered into an amended and restated warrant agreement with Navig8 Limited. We refer to this agreement as the "2015 Navig8 warrant agreement" and to Navig8 Limited or the subsequent transferee as the "2015 Navig8 warrantholder." Under the 2015 Navig8 warrant agreement, 1,600,000 warrants that had prior to the 2015 merger provided the 2015 Navig8 warrantholder the right to purchase 1,600,000 shares of Navig8 common stock at $10 per share of Navig8 common stock were converted into warrants entitling the 2015 Navig8 warrantholder to purchase 0.8947 shares of our common stock for each warrant held for a purchase price of $10.00 per warrant, or $11.18 per share. We refer to these warrants as the "2015 warrants." The 2015 warrants, which expire on March 31, 2016, vest in five equal tranches, with each tranche vesting upon our common shares reaching the following trading thresholds after an initial public offering: $15.09, $16.21,

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$17.32, $18.44 and $19.56. These trading thresholds represent the volume-weighted average price of our shares over any period of ten consecutive trading days during which there is a minimum cumulative trading volume of $2 million.

The issuance of the 2015 warrants, as described above, was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. We determined that the 2015 Navig8 warrantholder was an "accredited investor," as defined in Regulation D promulgated under the Securities Act, and the 2015 Navig8 warrantholder agreed that the 2015 warrants could not be sold in the absence of an effective registration statement or an exemption from registration. We did not engage in a general solicitation or advertising with respect to the entry into the 2015 Navig8 Warrant Agreement and did not offer any securities to the general public in connection with such agreement.

Navig8 Stock Options

Pursuant to the 2015 merger agreement, we agreed to convert any outstanding option to acquire Navig8 common stock into an option to acquire the number of shares of our common stock equal to the product obtained by multiplying (i) the number of shares of Navig8 common stock subject to such stock option immediately prior to the consummation of the 2015 merger by (ii) 0.8947, at an exercise price per share equal to the quotient obtained by dividing (A) the per share exercise price specified in such stock option immediately prior to the 2015 merger by (B) 0.8947. We also agreed to treat the option agreement between Navig8 and the option holder as exercisable through July 8, 2017. Immediately prior to the consummation of the 2015 merger, there was one option to purchase 15,000 shares at $13.50 per share; this option, which we refer to as the "2015 option" was converted into an option to purchase 13,420 of our common shares at an exercise price of $15.088 per share.

The issuance of the 2015 option, as described above, was made in reliance on the "no-sale theory" and/or the exemption from registration afforded by Section 4(a)(2) of the Securities Act. We determined that the holder of the 2015 option was an "accredited investor" as defined in Regulation D promulgated under the Securities Act and such holder agreed that the 2015 option could not be sold in the absence of an effective registration statement or an exemption from registration. We did not engage in a general solicitation or advertising with respect to the conversion of this option and did not offer any securities to the general public in connection with such conversion.

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Item 16. Exhibits and Financial Statement Schedules

		Description

1.1	*	Form of Underwriting Agreement
2.1	**	Second Amended Joint Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code by and among General Maritime Corporation, Arlington Tankers Ltd., Arlington Tankers, LLC, Companion Ltd., Compatriot Ltd., Concept Ltd., Concord Ltd., Consul Ltd., Contest Ltd., GMR Administration Corp., General Maritime Investments LLC, General Maritime Management LLC, General Maritime Subsidiary Corporation, General Maritime Subsidiary II Corporation, General Maritime Subsidiary NSF Corporation, General Product Carriers Corporation, GMR Agamemnon LLC, GMR Ajax LLC, GMR Alexandra LLC, GMR Argus LLC, GMR Atlas LLC, GMR Chartering LLC, GMR Concept LLC, GMR Concord LLC, GMR Constantine LLC, GMR Contest LLC, GMR Daphne LLC, GMR Defiance LLC, GMR Elektra LLC, GMR George T LLC, GMR GP LLC, GMR Gulf LLC, GMR Harriet G LLC, GMR Hercules LLC, GMR Hope LLC, GMR Horn LLC, GMR Kara G LLC, GMR Limited LLC, GMR Maniate LLC, GMR Minotaur LLC, GMR Orion LLC, GMR Phoenix LLC, GMR Poseidon LLC, GMR Princess LLC, GMR Progress LLC, GMR Revenge LLC, GMR Spartiate LLC, GMR Spyridon LLC, GMR St. Nikolas LLC, GMR Star LLC, GMR Strength LLC, GMR Trader LLC, GMR Trust LLC, GMR Ulysses LLC, GMR Zeus LLC, Victory Ltd. and Vision Ltd.
2.2	**	Agreement and Plan of Merger, dated as of February 24, 2015, by and among General Maritime Corporation, Gener8 Maritime Acquisition Inc., Navig8 Crude Tankers, Inc. and each of the Equityholders' Representatives named therein
3.1	**	Amended and Restated Articles of Incorporation of Gener8 Maritime, Inc.
3.2		Bylaws of Gener8 Maritime, Inc.
4.1	*	Specimen Common Stock Certificate
4.2	**	Warrant Agreement, dated as of May 17, 2012, by and between General Maritime Corporation and Computershare Shareowner Services LLC
4.3	**	Global Warrant Certificate, dated May 17, 2012, held by The Depository Trust Company for the benefit of Cede & Co.
4.4	**	First Amended and Restated Warrant Instrument, made on February 24, 2015, by Navig8 Crude Tankers, Inc. and General Maritime Corporation in favor of Navig8 Limited
5.1	*	Opinion of Dennis J. Reeder, Esq. regarding the validity of the common stock being issued
8.1	*	Opinion of Kramer Levin Naftalis & Frankel LLP regarding U.S. tax matters
8.2	*	Opinion of Dennis J. Reeder, Esq. regarding Republic of Marshall Islands tax matters
10.1	**	General Maritime Corporation 2012 Equity Incentive Plan, adopted May 17, 2012
10.2	**	Employment Agreement, dated as of May 17, 2012, by and between General Maritime Corporation and John P. Tavlarios
10.3	**	Employment Agreement, dated as of May 17, 2012, by and between General Maritime Corporation and Leonard J. Vrondissis

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		Description

10.4	**	Employment Agreement, dated as of May 17, 2012, by and between General Maritime Corporation and Milton H. Gonzales
10.5	**	Stock Option Award Agreement pursuant to the General Maritime Corporation 2012 Equity Incentive Plan, dated May 17, 2012, by and among General Maritime Corporation and John P. Tavlarios
10.6	**	Stock Option Award Agreement pursuant to the General Maritime Corporation 2012 Equity Incentive Plan, dated May 17, 2012, by and among General Maritime Corporation and Leonard J. Vrondissis
10.7	**	Stock Option Award Agreement pursuant to the General Maritime Corporation 2012 Equity Incentive Plan, dated May 17, 2012, by and among General Maritime Corporation and Milton H. Gonzales
10.8	**	Shareholders' Agreement, dated as of May 7, 2015, by and among Gener8 Maritime, Inc. and the Shareholders named therein
10.9	**	Second Amended and Restated Registration Agreement, dated as of May 7, 2015, by and among Gener8 Maritime, Inc. and the Shareholders named therein
10.10	**	Equity Purchase Agreement, dated as of February 24, 2015, by and between General Maritime Corp., Navig8 Crude Tankers, Inc. and each of the Commitment Parties thereto, as amended
10.11	**	Form of Shareholder Support and Voting Agreement, dated as of February 24, 2015, by and among Navig8 Crude Tankers, Inc., General Maritime Corporation, and the Shareholders party thereto
10.12		Third Amended and Restated Credit Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary Corporation, General Maritime Subsidiary II Corporation, Arlington Tankers Ltd., Various Lenders and Nordea Bank Finland PLC, New York Branch, as amended
10.13		Second Amended and Restated Pledge Agreement, dated as of May 17, 2012, by the Pledgors (as defined therein) to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
10.14		Amended and Restated Secondary Pledge Agreement, dated as of May 17, 2012, by the Pledgors (as defined therein) to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
10.15		Pari Passu Pledge Agreement, dated as of May 17, 2012, by the Pledgors (as defined therein) to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
10.16		Amendment and Reaffirmation Agreement, dated as of May 17, 2012, by the Subsidiary Guarantors (as defined therein) in favor of Nordea Bank Finland PLC, New York Branch
10.17		Intercreditor Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary Corporation, General Maritime Subsidiary II Corporation, the Subsidiary Guarantors (as defined therein), Nordea Bank Finland PLC, New York Branch on behalf of the First Priority Creditors (as defined therein) and Nordea Bank Finland PLC, New York Branch on behalf of the Second Priority Obligations (as defined therein)

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Exhibit Number			Description

	10.18		Intercreditor Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary II Corporation, General Maritime Subsidiary Corporation, the Subsidiary Guarantors (as defined therein), Nordea Bank Finland PLC, New York Branch on behalf of the First Priority Creditors (as defined therein) and Nordea Bank Finland PLC, New York Branch on behalf of the Second Priority Obligations (as defined therein)
	10.19		Charter Assignment, dated as of May 17, 2012, between GMR Harriet G LLC and Nordea Bank Finland PLC, New York Branch
	10.20		Share Charge, dated as of May 17, 2012, by General Maritime Corporation in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Arlington Tankers Ltd.
	10.21		Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Companion Ltd.
	10.22		Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Compatriot Ltd.
	10.23		Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd. in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Consul Ltd.
	10.24		Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd. in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Victory Ltd.
	10.25		Share Charge, dated as of May 17, 2012 by Arlington Tankers Ltd. in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Vision Ltd.
	10.26		Second Amended and Restated Credit Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary Corporation, Arlington Tankers, Ltd., General Maritime Subsidiary II Corporation, Various Lenders and Nordea Bank Finland PLC, New York Branch, as amended
	10.27		Amended and Restated Pledge Agreement, dated as of May 17, 2012, by the Pledgors (as defined therein) to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
	10.28		Amended and Restated Parent Pledge Agreement, dated as of May 17, 2012, by General Maritime Corporation to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
	10.29		Amended and Restated Secondary Pledge Agreement, dated as of May 17, 2012, by the Pledgors (as defined therein) to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
	10.30		Pari Passu Pledge Agreement, dated as of May 17, 2012, by the Pledgors (as defined therein) to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
	10.31		Amended and Restated Subsidiaries Guaranty, dated as of May 17, 2012, by the Guarantors (as defined therein) in favor of Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)

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		Description

10.32		Intercreditor Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary II Corporation, General Maritime Subsidiary Corporation, the Subsidiary Guarantors (as defined therein), Nordea Bank Finland PLC, New York Branch on behalf of the First Priority Creditors (as defined therein) and Nordea Bank Finland PLC, New York Branch on behalf of the Second Priority Obligations (as defined therein)
10.33		Intercreditor Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary Corporation, General Maritime Subsidiary II Corporation, the Subsidiary Guarantors (as defined therein), Nordea Bank Finland PLC, New York Branch on behalf of the First Priority Creditors (as defined therein) and Nordea Bank Finland PLC, New York Branch on behalf of the Second Priority Obligations (as defined therein)
10.34		Secondary Share Charge, dated as of May 17, 2012, by General Maritime Corporation in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Arlington Tankers Ltd.
10.35		Secondary Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Companion Ltd.
10.36		Secondary Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Compatriot Ltd.
10.37		Secondary Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd. in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Consul Ltd.
10.38		Secondary Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd. in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Victory Ltd.
10.39		Secondary Share Charge, dated as of May 17, 2012 by Arlington Tankers Ltd. in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Vision Ltd.
10.40	**	Note and Guarantee Agreement, dated as of March 28, 2014, by and among General Maritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V-SIF, BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub-fund of AAI BlueMountain Fund PLC and BlueMountain Credit Opportunities Master Fund I L.P., including Form of Note
10.41	**	Amendment No. 1 to the Note and Guarantee Agreement, dated as of May 13, 2014, by and among General Maritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V-SIF, BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub-fund of AAI BlueMountain Fund PLC and BlueMountain Credit Opportunities Master Fund I L.P.

II-13

Table of Contents

		Description

10.42	**	Amendment No. 2 and Waiver to the Note and Guarantee Agreement, dated as of January 26, 2015, by and among General Maritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V SIF, BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC and BlueMountain Credit Opportunities Master Fund I L.P.
10.43	**	Amendment No. 3 to the Note and Guarantee Agreement, dated as of April 30, 2015, by and among General Maritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V SIF, BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC and BlueMountain Credit Opportunities Master Fund I L.P.
10.44	**	Master Agreement, dated as of March 18, 2014, by and among STI Glasgow Shipping Company Limited, STI Edinburgh Shipping Company Limited, STI Perth Shipping Company Limited, STI Dundee Shipping Company Limited, STI Newcastle Shipping Company Limited, STI Cavaliere Shipping Company Limited, STI Esles Shipping Company Limited, VLCC I Acquisition Corporation and Scorpio Tankers Inc., as amended
10.45	**	Deed of Guarantee, dated as of March 25, 2014, by and between VLCC Acquisition I Corporation and Scorpio Tankers, Inc.
10.46	**	Subsidiary Guarantee, dated as of May 13, 2014, by VLCC Acquisition I Corporation, STI Glasgow Shipping Company Limited, STI Edinburgh Shipping Company Limited, STI Perth Shipping Company Limited, STI Dundee Shipping Company Limited, STI Newcastle Shipping Company Limited, STI Cavaliere Shipping Company Limited and STI Esles Shipping Company Limited in favor of certain noteholders of General Maritime Corporation
10.47	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Cavaliere Shipping Company Limited, as amended
10.48	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Dundee Shipping Company Limited, as amended
10.49	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Edinburgh Shipping Company Limited, as amended
10.50	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Esles Shipping Company Limited, as amended
10.51	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Glasgow Shipping Company Limited, as amended

II-14

Table of Contents

		Description

10.52	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Newcastle Shipping Company Limited, as amended
10.53	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Perth Shipping Company Limited, as amended
10.54		Shipbuilding Contract, dated December 20, 2013 by and between STI Cavaliere Shipping Company Limited and Hyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S777
10.55		Shipbuilding Contract, dated December 13, 2013, by and between STI Dundee Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5407
10.56		Amendment No. 1, dated as of March 10, 2014, to that certain Shipbuilding Contract by and between STI Dundee Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5407
10.57		Shipbuilding Contract, dated December 13, 2013, by and between STI Edinburgh Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5405
10.58		Amendment No. 1, dated as of March 10, 2014, to that certain Shipbuilding Contract by and between STI Edinburgh Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5405
10.59		Shipbuilding Contract, dated December 20, 2013, by and between STI Esles Shipping Company Limited and Hyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S778
10.60		Shipbuilding Contract, dated December 13, 2013, by and between STI Glasgow Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5404
10.61		Amendment No. 1, dated as of March 10, 2014, to that certain Shipbuilding Contract by and between STI Glasgow Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5404
10.62		Shipbuilding Contract, dated December 13, 2013, by and between STI Newcastle Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5408
10.63		Amendment No. 1, dated as of March 10, 2014, to that certain Shipbuilding Contract by and between STI Newcastle Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5408
10.64		Shipbuilding Contract, dated December 13, 2013, by and between STI Perth Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5406
10.65		Amendment No. 1, dated as of March 10, 2014, to that certain Shipbuilding Contract by and between STI Perth Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5406

II-15

Table of Contents

		Description

10.66		Letter of Guarantee, dated as of December 23, 2013, by ABN AMRO Bank N.V. in favor of STI Cavaliere Shipping Company Limited
10.67		Advice of Amendment of Guarantee, dated as of March 13, 2014, by ABN AMRO Bank N.V. to STI Cavaliere Shipping Company Limited
10.68		Irrevocable Stand By Letter of Credit, dated as of December 17, 2013, in favor of STI Dundee Shipping Company Limited by The Export-Import Bank of Korea
10.69		Irrevocable Stand By Letter of Credit, dated as of December 17, 2013, in favor of STI Edinburgh Shipping Company Limited by The Export-Import Bank of Korea
10.70		Letter of Guarantee, dated as of December 23, 2013, by ABN AMRO Bank N.V. in favor of STI Esles Shipping Company Limited
10.71		Advice of Amendment of Guarantee, dated as of March 13, 2014, by ABN AMRO Bank N.V. to STI Esles Shipping Company Limited
10.72		Irrevocable Stand By Letter of Credit, dated as of December 17, 2013, in favor of STI Glasgow Shipping Company Limited by The Export-Import Bank of Korea
10.73		Irrevocable Stand By Letter of Credit, dated as of December 17, 2013, in favor of STI Newcastle Shipping Company Limited by The Export-Import Bank of Korea
10.74		Irrevocable Stand By Letter of Credit, dated as of December 17, 2013, in favor of STI Perth Shipping Company Limited by The Export-Import Bank of Korea
10.75	**	Shipbuilding Contract, dated as of December 12, 2013, by and between Navig8 Crude Tankers, Inc., and Hyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S768
10.76	**	Shipbuilding Contract, dated as of December 12, 2013, by and between Navig8 Crude Tankers, Inc., and Hyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S769
10.77	**	Shipbuilding Contract, dated as of December 12, 2013, by and between Navig8 Crude Tankers, Inc., and Hyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S770
10.78	**	Shipbuilding Contract, dated as of December 12, 2013, by and between Navig8 Crude Tankers, Inc., and Hyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S771
10.79	**	Shipbuilding Contract, dated as of December 17, 2013, by and between Navig8 Crude Tankers, Inc., and China Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1355
10.80	**	Shipbuilding Contract, dated as of December 17, 2013, by and between Navig8 Crude Tankers, Inc., and China Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1356
10.81	**	Shipbuilding Contract, dated as of December 17, 2013, by and between Navig8 Crude Tankers, Inc., and China Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1357

II-16

Table of Contents

		Description

10.82	**	Shipbuilding Contract, dated as of December 17, 2013, by and between Navig8 Crude Tankers, Inc., and China Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1358
10.83	**	Shipbuilding Contract, dated as of March 21, 2014, by and between Navig8 Crude Tankers, Inc., and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1384
10.84	**	Shipbuilding Contract, dated as of March 21, 2014, by and between Navig8 Crude Tankers, Inc., and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1385
10.85	**	Shipbuilding Contract, dated as of March 24, 2014, by and between Navig8 Crude Tankers, Inc., and Hyundai Heavy Industries Co., Ltd. with respect to Hull No. 2794
10.86	**	Shipbuilding Contract, dated as of March 24, 2014, by and between Navig8 Crude Tankers, Inc., and Hyundai Heavy Industries Co., Ltd. with respect to Hull No. 2795
10.87	**	Shipbuilding Contract, dated as of March 25, 2014, by and between Navig8 Crude Tankers, Inc., and HHIC-PHIL Inc. with respect to Hull No. NTP0137
10.88	**	Shipbuilding Contract, dated as of March 25, 2014, by and between Navig8 Crude Tankers, Inc., and HHIC-PHIL Inc. with respect to Hull No. NTP0138
10.89	**	Irrevocable Letter of Guarantee, dated as of December 16, 2013, in favor of Navig8 Crude Tankers, Inc. by Nonghyup Bank with respect to Hull No. S768
10.90	**	Irrevocable Letter of Guarantee, dated as of December 16, 2013, in favor of Navig8 Crude Tankers, Inc. by Nonghyup Bank with respect to Hull No. S769
10.91	**	Irrevocable Letter of Guarantee, dated as of December 16, 2013, in favor of Navig8 Crude Tankers, Inc. by Nonghyup Bank with respect to Hull No. S770
10.92	**	Irrevocable Letter of Guarantee, dated as of December 16, 2013, in favor of Navig8 Crude Tankers, Inc. by Nonghyup Bank with respect to Hull No. S771
10.93	**	Irrevocable Letter of Guarantee, dated as of March 26, 2014, in favor of Navig8 Crude Tankers, Inc. by Industrial Bank of Korea with respect to Hull No. 2794, as amended
10.94	**	Irrevocable Letter of Guarantee, dated as of March 26, 2014, in favor of Navig8 Crude Tankers, Inc. by Industrial Bank of Korea with respect to Hull No. 2795, as amended
10.95	**	Irrevocable Letter of Guarantee, dated as of December 27, 2013, in favor of Navig8 Crude Tankers, Inc. by China Citic Bank Corp., Ltd. with respect to Hull No. H1355
10.96	**	Letter of Guarantee, dated January 7, 2014, in favor of China Shipbuilding Trading Co., Ltd. by Navig8 Crude Tankers Inc. with respect to Hull No. H1355
10.97	**	Irrevocable Letter of Guarantee, dated as of December 27, 2013, in favor of Navig8 Crude Tankers, Inc. by China Citic Bank Corp., Ltd. with respect to Hull No. H1356
10.98	**	Letter of Guarantee, dated January 7, 2014, in favor of China Shipbuilding Trading Co., Ltd. by Navig8 Crude Tankers Inc. with respect to Hull No. H1356
10.99	**	Irrevocable Letter of Guarantee, dated as of December 27, 2013, in favor of Navig8 Crude Tankers, Inc. by China Citic Bank Corp., Ltd. with respect to Hull No. H1357

II-17

Table of Contents

		Description

10.100	**	Letter of Guarantee, dated January 7, 2014, in favor of China Shipbuilding Trading Co., Ltd. by Navig8 Crude Tankers Inc. with respect to Hull No. H1357
10.101	**	Irrevocable Letter of Guarantee, dated as of December 27, 2013, in favor of Navig8 Crude Tankers, Inc. by China Citic Bank Corp., Ltd. with respect to Hull No. H1358
10.102	**	Letter of Guarantee, dated January 7, 2014, in favor of China Shipbuilding Trading Co., Ltd. by Navig8 Crude Tankers Inc. with respect to Hull No. H1358
10.103	**	Irrevocable Letter of Guarantee, dated as of April 3, 2014, in favor of Navig8 Crude Tankers, Inc. by Industrial and Commercial Bank of China Limited, Shanghai Municipal Branch with respect to Hull No. H1384
10.104	**	Letter of Guarantee, dated April 23, 2014, in favor of Shanghai Waigaoqiao Shipbuilding Co., Ltd. by Navig8 Crude Tankers Inc. with respect to Hull No. H1384
10.105	**	Irrevocable Letter of Guarantee, dated as of April 3, 2014, in favor of Navig8 Crude Tankers, Inc. by Industrial and Commercial Bank of China Limited, Shanghai Municipal Branch with respect to Hull No. H1385
10.106	**	Letter of Guarantee, dated April 23, 2014, in favor of Shanghai Waigaoqiao Shipbuilding Co., Ltd. by Navig8 Crude Tankers Inc. with respect to Hull No. H1385
10.107	**	Irrevocable Letter of Guarantee, dated as of April 11, 2014, in favor of Navig8 Crude Tankers, Inc. by Korea Development Bank with respect to Hull No. NTP0137, as amended
10.108	**	Letter of Guarantee, dated March 25, 2014, in favor of HHIC-PHIL by Navig8 Crude Tankers Inc. with respect to Hull No. NTP0137
10.109	**	Irrevocable Letter of Guarantee, dated as of April 13, 2014, in favor of Navig8 Crude Tankers, Inc. by Korea Development Bank with respect to Hull No. NTP0138, as amended
10.110	**	Letter of Guarantee, dated March 25, 2014, in favor of HHIC-PHIL by Navig8 Crude Tankers Inc. with respect to Hull No. NTP0138
10.111	**	Corporate Administration Agreement, dated as of December 17, 2013, by and between Navig8 Crude Tankers Inc. and Navig8 Asia Pte Ltd, as amended
10.112	**	Project Structuring Agreement, dated as of December 17, 2013, by and between Navig8 Limited and Navig8 DMCC
10.113	**	Letter Agreement, dated as of December 17, 2013, by Navig8 Limited for the benefit of Navig8 Crude Tankers Inc.
10.114	**	Agreement for Plan Approval and Construction Supervision, dated as of December 17, 2013, by and between Navig8 Crude Tankers Inc. and Navig8 Shipmanagement Pte Ltd with respect to Hull Nos. S768, S769, S770 and S771, as amended to include Hull Nos. 2794 and 2795
10.115	**	Agreement for Plan Approval and Construction Supervision, dated as of December 17, 2013, by and between Navig8 Crude Tankers Inc. and Navig8 Shipmanagement Pte Ltd with respect to Hull Nos. H1355, H1356, H1357 and H1358, as amended to include Hull Nos. H1384 and H1385
10.116	**	Agreement for Plan Approval and Construction Supervision, dated of March 25, 2014, by and between Navig8 Crude Tankers Inc. and Navig8 Shipmanagement Pte Ltd with respect to Hull Nos. NTP0137 and NTP0138

II-18

Table of Contents

		Description

10.117	**	Agency Agreement, dated as of November 30, 2012, by and between Unique Tankers LLC and Unipec UK Company Limited
10.118	**	Option Letter Agreement, dated as of November 30, 2012, by and between General Maritime Management LLC and Unipec UK Company Limited
10.119	**	Exclusivity Letter Agreement, dated as of November 30, 2012, by and between General Maritime Management LLC and Unipec UK Company Limited
10.120	**	Pool Participation Agreement, dated as of December 3, 2012, by and between Unique Tankers LLC and General Maritime Corporation
10.121		Variation Agreement, dated as of November 7, 2014, by and among Unipec UK Company Limited, General Maritime Management LLC and Unique Tankers LLC
10.122		Variation Agreement, dated as of March 18, 2015, by and between VLCC Acquisition I Corporation and Scorpio Tankers Inc.
10.123		Variation Agreement, dated as of March 19, 2015, by and between General Maritime Management LLC and Unique Tankers LLC
10.124		Pool Participation Agreement, dated as of December 17, 2013, by and between VL8 Pool Inc. and Navig8 Crude Tankers 1 Inc. with respect to Hull No. S768
10.125	**	BIMCO Standard Ship Management Agreement, dated as of December 17, 2013, by and between Navig8 Crude Tankers 1 Inc. and Navig8 Shipmanagement Pte Ltd with respect to Hull No. S768, as amended
10.126	**	Disclosure Letter Agreement, dated as of April 13, 2015, by and among General Maritime Corporation, Navig8 Crude Tankers Inc., VL8 Pool Inc., VL8 Management Inc. and Navig8 Shipmanagement Pte Ltd
10.127		Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and BlackRock Corporate High Yield Fund VI
10.128		Credit Agreement, dated as of June 11, 2013, by and between General Maritime Corporation and Wells Fargo Bank, National Association
10.129		Senior Promissory Note, dated as of April 11, 2013, entered into by General Maritime Corporation, General Maritime Subsidiary Corporation and General Maritime Subsidiary II Corporation for the benefit of OCM Marine Holdings TP, L.P.
10.130	**	Stock Option Grant Agreement, dated as of July 8, 2014, by and between Navig8 Crude Tankers Inc. and L. Spencer Wells
10.131	**	Indemnification Agreement, dated as of July 16, 2014, by and between Nicolas Busch and Navig8 Crude Tankers Inc.
10.132	**	Indemnification Agreement, dated as of July 16, 2014, by and between Dan Ilany and Navig8 Crude Tankers Inc.
10.133	**	Indemnification Agreement, dated as of July 16, 2014, by and between Roger Schmitz and Navig8 Crude Tankers Inc.
10.134		Subscription Agreement, dated as of June 19, 2012, by and between General Maritime Corporation and Houlihan Lokey Capital, Inc.

II-19

Table of Contents

Exhibit Number			Description

	10.135		Subscription Agreement, dated as of June 28, 2013, by and between General Maritime Corporation and OCM Marine Holdings TP, L.P.
	10.136		Subscription Agreement, dated as of July 3, 2013, by and between General Maritime Corporation and OCM Marine Holdings TP, L.P.
	10.137		Subscription Agreement, dated as of August 22, 2013, by and between General Maritime Corporation and Houlihan Lokey Capital, Inc.
	10.138		Subscription Agreement, dated as of August 21, 2013, by and between General Maritime Corporation and J. Goldman Master Fund, L.P.
	10.139		Common Stock Subscription Agreement, dated as of November 1, 2012, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P., BlueMountain Credit Alternatives Master Fund L.P., BlueMountain Long/Short Credit Master Fund L.P., BlueMountain Kicking Horse Fund L.P., BlueMountain Credit Opportunities Master Fund I L.P., BlueMountain Timberline Ltd., BlueMountain Long/Short Credit and Distressed Reflection Fund p.l.c., BlueMountain Long Short Grassmoor Fund Ltd. and BlueMountain Distressed Master Fund L.P.
	10.140		Amended and Restated Common Stock Subscription Agreement, dated as of December 12, 2013, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P., Aurora Resurgence Fund II LP and certain other shareholders of General Maritime Corporation
	10.141		Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and ARF II Maritime Holdings LLC
	10.142		Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and Twin Haven Special Opportunities Fund IV, L.P.
	10.143		Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and BlackRock Funds II, BlackRock High Yield Bond Portfolio
	10.144		Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation and OCM Marine Holdings TP, L.P.
	10.145		Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and BlueMountain Credit Opportunities Master Fund I L.P.
	10.146		Subscription Agreement, dated as of May 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and Houlihan Lokey Capital, Inc.
	10.147		Subscription Agreement, dated as of June 25, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and ARF II Maritime Equity Partners L.P.
	10.148		Subscription Agreement, dated as of June 25, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and ARF II Maritime Equity Co-Investors LLC
	10.149		Letter of Intent, dated as of May 6, 2015, by and between Korea Trade Insurance Corporation and Citibank NA, London Branch

II-20

Table of Contents

		Description

10.150		Letter of Interest, dated as of May 4, 2015, by and between The Export-Import Bank of Korea and Gener8 Maritime, Inc.
10.151		Letter of Interest for Buyer's Credit Insurance, dated as of May 8, 2015, by and between China Export & Credit Insurance Corporation and Citibank NA
21.1	*	Subsidiaries of Gener8 Maritime, Inc.
23.1	*	Consent of Kramer Levin Naftalis & Frankel LLP (included in its opinion filed as Exhibit 8.1)
23.2		Consent of Drewry Shipping Consultants Limited
23.3		Consent of Deloitte & Touche LLP
24.1	**	Powers of Attorney (contained in the signature page to this registration statement)

*: To be filed by amendment
**: Previously filed

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1): For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2): For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-21

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 8th day of June, 2015.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on June 8, 2015 in the capacities indicated.

Signature		Title


* Peter C. Georgiopoulos		Chairman, Chief Executive Officer and Director (Principal Executive Officer)
/s/ LEONARD J. VRONDISSIS Leonard J. Vrondissis		Chief Financial Officer and Executive Vice President (Principal Financial Officer and Principal Accounting Officer)
* Nicolas Busch		Director
* Adam Pierce		Director
* Steven D. Smith		Director
*	The undersigned by signing his name hereto does sign and execute this registration statement on Form S-1 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers.
By	/s/ LEONARD J. VRONDISSIS
	Leonard J. Vrondissis

II-22

EXHIBIT INDEX

		Description

1.1	*	Form of Underwriting Agreement
2.1	**	Second Amended Joint Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code by and among General Maritime Corporation, Arlington Tankers Ltd., Arlington Tankers, LLC, Companion Ltd., Compatriot Ltd., Concept Ltd., Concord Ltd., Consul Ltd., Contest Ltd., GMR Administration Corp., General Maritime Investments LLC, General Maritime Management LLC, General Maritime Subsidiary Corporation, General Maritime Subsidiary II Corporation, General Maritime Subsidiary NSF Corporation, General Product Carriers Corporation, GMR Agamemnon LLC, GMR Ajax LLC, GMR Alexandra LLC, GMR Argus LLC, GMR Atlas LLC, GMR Chartering LLC, GMR Concept LLC, GMR Concord LLC, GMR Constantine LLC, GMR Contest LLC, GMR Daphne LLC, GMR Defiance LLC, GMR Elektra LLC, GMR George T LLC, GMR GP LLC, GMR Gulf LLC, GMR Harriet G LLC, GMR Hercules LLC, GMR Hope LLC, GMR Horn LLC, GMR Kara G LLC, GMR Limited LLC, GMR Maniate LLC, GMR Minotaur LLC, GMR Orion LLC, GMR Phoenix LLC, GMR Poseidon LLC, GMR Princess LLC, GMR Progress LLC, GMR Revenge LLC, GMR Spartiate LLC, GMR Spyridon LLC, GMR St. Nikolas LLC, GMR Star LLC, GMR Strength LLC, GMR Trader LLC, GMR Trust LLC, GMR Ulysses LLC, GMR Zeus LLC, Victory Ltd. and Vision Ltd.
2.2	**	Agreement and Plan of Merger, dated as of February 24, 2015, by and among General Maritime Corporation, Gener8 Maritime Acquisition Inc., Navig8 Crude Tankers, Inc. and each of the Equityholders' Representatives named therein
3.1	**	Amended and Restated Articles of Incorporation of Gener8 Maritime, Inc.
3.2		Bylaws of Gener8 Maritime, Inc.
4.1	*	Specimen Common Stock Certificate
4.2	**	Warrant Agreement, dated as of May 17, 2012, by and between General Maritime Corporation and Computershare Shareowner Services LLC
4.3	**	Global Warrant Certificate, dated May 17, 2012, held by The Depository Trust Company for the benefit of Cede & Co.
4.4	**	First Amended and Restated Warrant Instrument, made on February 24, 2015, by Navig8 Crude Tankers, Inc. and General Maritime Corporation in favor of Navig8 Limited
5.1	*	Opinion of Dennis J. Reeder, Esq. regarding the validity of the common stock being issued
8.1	*	Opinion of Kramer Levin Naftalis & Frankel LLP regarding U.S. tax matters
8.2	*	Opinion of Dennis J. Reeder, Esq. regarding Republic of Marshall Islands tax matters
10.1	**	General Maritime Corporation 2012 Equity Incentive Plan, adopted May 17, 2012
10.2	**	Employment Agreement, dated as of May 17, 2012, by and between General Maritime Corporation and John P. Tavlarios
10.3	**	Employment Agreement, dated as of May 17, 2012, by and between General Maritime Corporation and Leonard J. Vrondissis
10.4	**	Employment Agreement, dated as of May 17, 2012, by and between General Maritime Corporation and Milton H. Gonzales

		Description

10.5	**	Stock Option Award Agreement pursuant to the General Maritime Corporation 2012 Equity Incentive Plan, dated May 17, 2012, by and among General Maritime Corporation and John P. Tavlarios
10.6	**	Stock Option Award Agreement pursuant to the General Maritime Corporation 2012 Equity Incentive Plan, dated May 17, 2012, by and among General Maritime Corporation and Leonard J. Vrondissis
10.7	**	Stock Option Award Agreement pursuant to the General Maritime Corporation 2012 Equity Incentive Plan, dated May 17, 2012, by and among General Maritime Corporation and Milton H. Gonzales
10.8	**	Shareholders' Agreement, dated as of May 7, 2015, by and among Gener8 Maritime, Inc. and the Shareholders named therein
10.9	**	Second Amended and Restated Registration Agreement, dated as of May 7, 2015, by and among Gener8 Maritime, Inc. and the Shareholders named therein
10.10	**	Equity Purchase Agreement, dated as of February 24, 2015, by and between General Maritime Corp., Navig8 Crude Tankers, Inc. and each of the Commitment Parties thereto, as amended
10.11	**	Form of Shareholder Support and Voting Agreement, dated as of February 24, 2015, by and among Navig8 Crude Tankers, Inc., General Maritime Corporation, and the Shareholders party thereto
10.12		Third Amended and Restated Credit Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary Corporation, General Maritime Subsidiary II Corporation, Arlington Tankers Ltd., Various Lenders and Nordea Bank Finland PLC, New York Branch, as amended
10.13		Second Amended and Restated Pledge Agreement, dated as of May 17, 2012, by the Pledgors (as defined therein) to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
10.14		Amended and Restated Secondary Pledge Agreement, dated as of May 17, 2012, by the Pledgors (as defined therein) to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
10.15		Pari Passu Pledge Agreement, dated as of May 17, 2012, by the Pledgors (as defined therein) to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
10.16		Amendment and Reaffirmation Agreement, dated as of May 17, 2012, by the Subsidiary Guarantors (as defined therein) in favor of Nordea Bank Finland PLC, New York Branch
10.17		Intercreditor Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary Corporation, General Maritime Subsidiary II Corporation, the Subsidiary Guarantors (as defined therein), Nordea Bank Finland PLC, New York Branch on behalf of the First Priority Creditors (as defined therein) and Nordea Bank Finland PLC, New York Branch on behalf of the Second Priority Obligations (as defined therein)
10.18		Intercreditor Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary II Corporation, General Maritime Subsidiary Corporation, the Subsidiary Guarantors (as defined therein), Nordea Bank Finland PLC, New York Branch on behalf of the First Priority Creditors (as defined therein) and Nordea Bank Finland PLC, New York Branch on behalf of the Second Priority Obligations (as defined therein)

Exhibit Number			Description

	10.19		Charter Assignment, dated as of May 17, 2012, between GMR Harriet G LLC and Nordea Bank Finland PLC, New York Branch
	10.20		Share Charge, dated as of May 17, 2012, by General Maritime Corporation in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Arlington Tankers Ltd.
	10.21		Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Companion Ltd.
	10.22		Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Compatriot Ltd.
	10.23		Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd. in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Consul Ltd.
	10.24		Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd. in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Victory Ltd.
	10.25		Share Charge, dated as of May 17, 2012 by Arlington Tankers Ltd. in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Vision Ltd.
	10.26		Second Amended and Restated Credit Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary Corporation, Arlington Tankers, Ltd., General Maritime Subsidiary II Corporation, Various Lenders and Nordea Bank Finland PLC, New York Branch, as amended
	10.27		Amended and Restated Pledge Agreement, dated as of May 17, 2012, by the Pledgors (as defined therein) to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
	10.28		Amended and Restated Parent Pledge Agreement, dated as of May 17, 2012, by General Maritime Corporation to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
	10.29		Amended and Restated Secondary Pledge Agreement, dated as of May 17, 2012, by the Pledgors (as defined therein) to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
	10.30		Pari Passu Pledge Agreement, dated as of May 17, 2012, by the Pledgors (as defined therein) to Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
	10.31		Amended and Restated Subsidiaries Guaranty, dated as of May 17, 2012, by the Guarantors (as defined therein) in favor of Nordea Bank Finland PLC, New York Branch for the benefit of the Secured Creditors (as defined therein)
	10.32		Intercreditor Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary II Corporation, General Maritime Subsidiary Corporation, the Subsidiary Guarantors (as defined therein), Nordea Bank Finland PLC, New York Branch on behalf of the First Priority Creditors (as defined therein) and Nordea Bank Finland PLC, New York Branch on behalf of the Second Priority Obligations (as defined therein)

		Description

10.33		Intercreditor Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary Corporation, General Maritime Subsidiary II Corporation, the Subsidiary Guarantors (as defined therein), Nordea Bank Finland PLC, New York Branch on behalf of the First Priority Creditors (as defined therein) and Nordea Bank Finland PLC, New York Branch on behalf of the Second Priority Obligations (as defined therein)
10.34		Secondary Share Charge, dated as of May 17, 2012, by General Maritime Corporation in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Arlington Tankers Ltd.
10.35		Secondary Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Companion Ltd.
10.36		Secondary Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Compatriot Ltd.
10.37		Secondary Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd. in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Consul Ltd.
10.38		Secondary Share Charge, dated as of May 17, 2012, by Arlington Tankers Ltd. in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Victory Ltd.
10.39		Secondary Share Charge, dated as of May 17, 2012 by Arlington Tankers Ltd. in favour of Nordea Bank Finland PLC, New York Branch in respect of the shares of Vision Ltd.
10.40	**	Note and Guarantee Agreement, dated as of March 28, 2014, by and among General Maritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V-SIF, BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub-fund of AAI BlueMountain Fund PLC and BlueMountain Credit Opportunities Master Fund I L.P., including Form of Note
10.41	**	Amendment No. 1 to the Note and Guarantee Agreement, dated as of May 13, 2014, by and among General Maritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V-SIF, BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub-fund of AAI BlueMountain Fund PLC and BlueMountain Credit Opportunities Master Fund I L.P.
10.42	**	Amendment No. 2 and Waiver to the Note and Guarantee Agreement, dated as of January 26, 2015, by and among General Maritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V SIF, BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC and BlueMountain Credit Opportunities Master Fund I L.P.
10.43	**	Amendment No. 3 to the Note and Guarantee Agreement, dated as of April 30, 2015, by and among General Maritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V SIF, BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC and BlueMountain Credit Opportunities Master Fund I L.P.

		Description

10.44	**	Master Agreement, dated as of March 18, 2014, by and among STI Glasgow Shipping Company Limited, STI Edinburgh Shipping Company Limited, STI Perth Shipping Company Limited, STI Dundee Shipping Company Limited, STI Newcastle Shipping Company Limited, STI Cavaliere Shipping Company Limited, STI Esles Shipping Company Limited, VLCC I Acquisition Corporation and Scorpio Tankers Inc., as amended
10.45	**	Deed of Guarantee, dated as of March 25, 2014, by and between VLCC Acquisition I Corporation and Scorpio Tankers, Inc.
10.46	**	Subsidiary Guarantee, dated as of May 13, 2014, by VLCC Acquisition I Corporation, STI Glasgow Shipping Company Limited, STI Edinburgh Shipping Company Limited, STI Perth Shipping Company Limited, STI Dundee Shipping Company Limited, STI Newcastle Shipping Company Limited, STI Cavaliere Shipping Company Limited and STI Esles Shipping Company Limited in favor of certain noteholders of General Maritime Corporation
10.47	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Cavaliere Shipping Company Limited, as amended
10.48	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Dundee Shipping Company Limited, as amended
10.49	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Edinburgh Shipping Company Limited, as amended
10.50	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Esles Shipping Company Limited, as amended
10.51	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Glasgow Shipping Company Limited, as amended
10.52	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Newcastle Shipping Company Limited, as amended
10.53	**	Share Purchase Agreement, dated as of March 21, 2014, by and between Scorpio Tankers Inc. and VLCC Acquisition I Corporation with respect to STI Perth Shipping Company Limited, as amended
10.54		Shipbuilding Contract, dated December 20, 2013 by and between STI Cavaliere Shipping Company Limited and Hyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S777
10.55		Shipbuilding Contract, dated December 13, 2013, by and between STI Dundee Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5407
10.56		Amendment No. 1, dated as of March 10, 2014, to that certain Shipbuilding Contract by and between STI Dundee Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5407
10.57		Shipbuilding Contract, dated December 13, 2013, by and between STI Edinburgh Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5405

		Description

10.58		Amendment No. 1, dated as of March 10, 2014, to that certain Shipbuilding Contract by and between STI Edinburgh Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5405
10.59		Shipbuilding Contract, dated December 20, 2013, by and between STI Esles Shipping Company Limited and Hyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S778
10.60		Shipbuilding Contract, dated December 13, 2013, by and between STI Glasgow Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5404
10.61		Amendment No. 1, dated as of March 10, 2014, to that certain Shipbuilding Contract by and between STI Glasgow Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5404
10.62		Shipbuilding Contract, dated December 13, 2013, by and between STI Newcastle Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5408
10.63		Amendment No. 1, dated as of March 10, 2014, to that certain Shipbuilding Contract by and between STI Newcastle Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5408
10.64		Shipbuilding Contract, dated December 13, 2013, by and between STI Perth Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5406
10.65		Amendment No. 1, dated as of March 10, 2014, to that certain Shipbuilding Contract by and between STI Perth Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5406
10.66		Letter of Guarantee, dated as of December 23, 2013, by ABN AMRO Bank N.V. in favor of STI Cavaliere Shipping Company Limited
10.67		Advice of Amendment of Guarantee, dated as of March 13, 2014, by ABN AMRO Bank N.V. to STI Cavaliere Shipping Company Limited
10.68		Irrevocable Stand By Letter of Credit, dated as of December 17, 2013, in favor of STI Dundee Shipping Company Limited by The Export-Import Bank of Korea
10.69		Irrevocable Stand By Letter of Credit, dated as of December 17, 2013, in favor of STI Edinburgh Shipping Company Limited by The Export-Import Bank of Korea
10.70		Letter of Guarantee, dated as of December 23, 2013, by ABN AMRO Bank N.V. in favor of STI Esles Shipping Company Limited
10.71		Advice of Amendment of Guarantee, dated as of March 13, 2014, by ABN AMRO Bank N.V. to STI Esles Shipping Company Limited
10.72		Irrevocable Stand By Letter of Credit, dated as of December 17, 2013, in favor of STI Glasgow Shipping Company Limited by The Export-Import Bank of Korea
10.73		Irrevocable Stand By Letter of Credit, dated as of December 17, 2013, in favor of STI Newcastle Shipping Company Limited by The Export-Import Bank of Korea
10.74		Irrevocable Stand By Letter of Credit, dated as of December 17, 2013, in favor of STI Perth Shipping Company Limited by The Export-Import Bank of Korea
10.75	**	Shipbuilding Contract, dated as of December 12, 2013, by and between Navig8 Crude Tankers, Inc., and Hyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S768

		Description

10.76	**	Shipbuilding Contract, dated as of December 12, 2013, by and between Navig8 Crude Tankers, Inc., and Hyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S769
10.77	**	Shipbuilding Contract, dated as of December 12, 2013, by and between Navig8 Crude Tankers, Inc., and Hyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S770
10.78	**	Shipbuilding Contract, dated as of December 12, 2013, by and between Navig8 Crude Tankers, Inc., and Hyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S771
10.79	**	Shipbuilding Contract, dated as of December 17, 2013, by and between Navig8 Crude Tankers, Inc., and China Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1355
10.80	**	Shipbuilding Contract, dated as of December 17, 2013, by and between Navig8 Crude Tankers, Inc., and China Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1356
10.81	**	Shipbuilding Contract, dated as of December 17, 2013, by and between Navig8 Crude Tankers, Inc., and China Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1357
10.82	**	Shipbuilding Contract, dated as of December 17, 2013, by and between Navig8 Crude Tankers, Inc., and China Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1358
10.83	**	Shipbuilding Contract, dated as of March 21, 2014, by and between Navig8 Crude Tankers, Inc., and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1384
10.84	**	Shipbuilding Contract, dated as of March 21, 2014, by and between Navig8 Crude Tankers, Inc., and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1385
10.85	**	Shipbuilding Contract, dated as of March 24, 2014, by and between Navig8 Crude Tankers, Inc., and Hyundai Heavy Industries Co., Ltd. with respect to Hull No. 2794
10.86	**	Shipbuilding Contract, dated as of March 24, 2014, by and between Navig8 Crude Tankers, Inc., and Hyundai Heavy Industries Co., Ltd. with respect to Hull No. 2795
10.87	**	Shipbuilding Contract, dated as of March 25, 2014, by and between Navig8 Crude Tankers, Inc., and HHIC-PHIL Inc. with respect to Hull No. NTP0137
10.88	**	Shipbuilding Contract, dated as of March 25, 2014, by and between Navig8 Crude Tankers, Inc., and HHIC-PHIL Inc. with respect to Hull No. NTP0138
10.89	**	Irrevocable Letter of Guarantee, dated as of December 16, 2013, in favor of Navig8 Crude Tankers, Inc. by Nonghyup Bank with respect to Hull No. S768
10.90	**	Irrevocable Letter of Guarantee, dated as of December 16, 2013, in favor of Navig8 Crude Tankers, Inc. by Nonghyup Bank with respect to Hull No. S769
10.91	**	Irrevocable Letter of Guarantee, dated as of December 16, 2013, in favor of Navig8 Crude Tankers, Inc. by Nonghyup Bank with respect to Hull No. S770
10.92	**	Irrevocable Letter of Guarantee, dated as of December 16, 2013, in favor of Navig8 Crude Tankers, Inc. by Nonghyup Bank with respect to Hull No. S771
10.93	**	Irrevocable Letter of Guarantee, dated as of March 26, 2014, in favor of Navig8 Crude Tankers, Inc. by Industrial Bank of Korea with respect to Hull No. 2794, as amended
10.94	**	Irrevocable Letter of Guarantee, dated as of March 26, 2014, in favor of Navig8 Crude Tankers, Inc. by Industrial Bank of Korea with respect to Hull No. 2795, as amended

		Description

10.95	**	Irrevocable Letter of Guarantee, dated as of December 27, 2013, in favor of Navig8 Crude Tankers, Inc. by China Citic Bank Corp., Ltd. with respect to Hull No. H1355
10.96	**	Letter of Guarantee, dated January 7, 2014, in favor of China Shipbuilding Trading Co., Ltd. by Navig8 Crude Tankers Inc. with respect to Hull No. H1355
10.97	**	Irrevocable Letter of Guarantee, dated as of December 27, 2013, in favor of Navig8 Crude Tankers, Inc. by China Citic Bank Corp., Ltd. with respect to Hull No. H1356
10.98	**	Letter of Guarantee, dated January 7, 2014, in favor of China Shipbuilding Trading Co., Ltd. by Navig8 Crude Tankers Inc. with respect to Hull No. H1356
10.99	**	Irrevocable Letter of Guarantee, dated as of December 27, 2013, in favor of Navig8 Crude Tankers, Inc. by China Citic Bank Corp., Ltd. with respect to Hull No. H1357
10.100	**	Letter of Guarantee, dated January 7, 2014, in favor of China Shipbuilding Trading Co., Ltd. by Navig8 Crude Tankers Inc. with respect to Hull No. H1357
10.101	**	Irrevocable Letter of Guarantee, dated as of December 27, 2013, in favor of Navig8 Crude Tankers, Inc. by China Citic Bank Corp., Ltd. with respect to Hull No. H1358
10.102	**	Letter of Guarantee, dated January 7, 2014, in favor of China Shipbuilding Trading Co., Ltd. by Navig8 Crude Tankers Inc. with respect to Hull No. H1358
10.103	**	Irrevocable Letter of Guarantee, dated as of April 3, 2014, in favor of Navig8 Crude Tankers, Inc. by Industrial and Commercial Bank of China Limited, Shanghai Municipal Branch with respect to Hull No. H1384
10.104	**	Letter of Guarantee, dated April 23, 2014, in favor of Shanghai Waigaoqiao Shipbuilding Co., Ltd. by Navig8 Crude Tankers Inc. with respect to Hull No. H1384
10.105	**	Irrevocable Letter of Guarantee, dated as of April 3, 2014, in favor of Navig8 Crude Tankers, Inc. by Industrial and Commercial Bank of China Limited, Shanghai Municipal Branch with respect to Hull No. H1385
10.106	**	Letter of Guarantee, dated April 23, 2014, in favor of Shanghai Waigaoqiao Shipbuilding Co., Ltd. by Navig8 Crude Tankers Inc. with respect to Hull No. H1385
10.107	**	Irrevocable Letter of Guarantee, dated as of April 11, 2014, in favor of Navig8 Crude Tankers, Inc. by Korea Development Bank with respect to Hull No. NTP0137, as amended
10.108	**	Letter of Guarantee, dated March 25, 2014, in favor of HHIC-PHIL by Navig8 Crude Tankers Inc. with respect to Hull No. NTP0137
10.109	**	Irrevocable Letter of Guarantee, dated as of April 13, 2014, in favor of Navig8 Crude Tankers, Inc. by Korea Development Bank with respect to Hull No. NTP0138, as amended
10.110	**	Letter of Guarantee, dated March 25, 2014, in favor of HHIC-PHIL by Navig8 Crude Tankers Inc. with respect to Hull No. NTP0138
10.111	**	Corporate Administration Agreement, dated as of December 17, 2013, by and between Navig8 Crude Tankers Inc. and Navig8 Asia Pte Ltd, as amended
10.112	**	Project Structuring Agreement, dated as of December 17, 2013, by and between Navig8 Limited and Navig8 DMCC
10.113	**	Letter Agreement, dated as of December 17, 2013, by Navig8 Limited for the benefit of Navig8 Crude Tankers Inc.
10.114	**	Agreement for Plan Approval and Construction Supervision, dated as of December 17, 2013, by and between Navig8 Crude Tankers Inc. and Navig8 Shipmanagement Pte Ltd with respect to Hull Nos. S768, S769, S770 and S771, as amended to include Hull Nos. 2794 and 2795

		Description

10.115	**	Agreement for Plan Approval and Construction Supervision, dated as of December 17, 2013, by and between Navig8 Crude Tankers Inc. and Navig8 Shipmanagement Pte Ltd with respect to Hull Nos. H1355, H1356, H1357 and H1358, as amended to include Hull Nos. H1384 and H1385
10.116	**	Agreement for Plan Approval and Construction Supervision, dated of March 25, 2014, by and between Navig8 Crude Tankers Inc. and Navig8 Shipmanagement Pte Ltd with respect to Hull Nos. NTP0137 and NTP0138
10.117	**	Agency Agreement, dated as of November 30, 2012, by and between Unique Tankers LLC and Unipec UK Company Limited
10.118	**	Option Letter Agreement, dated as of November 30, 2012, by and between General Maritime Management LLC and Unipec UK Company Limited
10.119	**	Exclusivity Letter Agreement, dated as of November 30, 2012, by and between General Maritime Management LLC and Unipec UK Company Limited
10.120	**	Pool Participation Agreement, dated as of December 3, 2012, by and between Unique Tankers LLC and General Maritime Corporation
10.121		Variation Agreement, dated as of November 7, 2014, by and among Unipec UK Company Limited, General Maritime Management LLC and Unique Tankers LLC
10.122		Variation Agreement, dated as of March 18, 2015, by and between VLCC Acquisition I Corporation and Scorpio Tankers Inc.
10.123		Variation Agreement, dated as of March 19, 2015, by and between General Maritime Management LLC and Unique Tankers LLC
10.124		Pool Participation Agreement, dated as of December 17, 2013, by and between VL8 Pool Inc. and Navig8 Crude Tankers 1 Inc. with respect to Hull No. S768
10.125	**	BIMCO Standard Ship Management Agreement, dated as of December 17, 2013, by and between Navig8 Crude Tankers 1 Inc. and Navig8 Shipmanagement Pte Ltd with respect to Hull No. S768, as amended
10.126	**	Disclosure Letter Agreement, dated as of April 13, 2015, by and among General Maritime Corporation, Navig8 Crude Tankers Inc., VL8 Pool Inc., VL8 Management Inc. and Navig8 Shipmanagement Pte Ltd
10.127		Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and BlackRock Corporate High Yield Fund VI
10.128		Credit Agreement, dated as of June 11, 2013, by and between General Maritime Corporation and Wells Fargo Bank, National Association
10.129		Senior Promissory Note, dated as of April 11, 2013, entered into by General Maritime Corporation, General Maritime Subsidiary Corporation and General Maritime Subsidiary II Corporation for the benefit of OCM Marine Holdings TP, L.P.
10.130	**	Stock Option Grant Agreement, dated as of July 8, 2014, by and between Navig8 Crude Tankers Inc. and L. Spencer Wells
10.131	**	Indemnification Agreement, dated as of July 16, 2014, by and between Nicolas Busch and Navig8 Crude Tankers Inc.
10.132	**	Indemnification Agreement, dated as of July 16, 2014, by and between Dan Ilany and Navig8 Crude Tankers Inc.

		Description

10.133	**	Indemnification Agreement, dated as of July 16, 2014, by and between Roger Schmitz and Navig8 Crude Tankers Inc.
10.134		Subscription Agreement, dated as of June 19, 2012, by and between General Maritime Corporation and Houlihan Lokey Capital, Inc.
10.135		Subscription Agreement, dated as of June 28, 2013, by and between General Maritime Corporation and OCM Marine Holdings TP, L.P.
10.136		Subscription Agreement, dated as of July 3, 2013, by and between General Maritime Corporation and OCM Marine Holdings TP, L.P.
10.137		Subscription Agreement, dated as of August 22, 2013, by and between General Maritime Corporation and Houlihan Lokey Capital, Inc.
10.138		Subscription Agreement, dated as of August 21, 2013, by and between General Maritime Corporation and J. Goldman Master Fund, L.P.
10.139		Common Stock Subscription Agreement, dated as of November 1, 2012, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P., BlueMountain Credit Alternatives Master Fund L.P., BlueMountain Long/Short Credit Master Fund L.P., BlueMountain Kicking Horse Fund L.P., BlueMountain Credit Opportunities Master Fund I L.P., BlueMountain Timberline Ltd., BlueMountain Long/Short Credit and Distressed Reflection Fund p.l.c., BlueMountain Long Short Grassmoor Fund Ltd. and BlueMountain Distressed Master Fund L.P.
10.140		Amended and Restated Common Stock Subscription Agreement, dated as of December 12, 2013, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P., Aurora Resurgence Fund II LP and certain other shareholders of General Maritime Corporation
10.141		Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and ARF II Maritime Holdings LLC
10.142		Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and Twin Haven Special Opportunities Fund IV, L.P.
10.143		Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and BlackRock Funds II, BlackRock High Yield Bond Portfolio
10.144		Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation and OCM Marine Holdings TP, L.P.
10.145		Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and BlueMountain Credit Opportunities Master Fund I L.P.
10.146		Subscription Agreement, dated as of May 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and Houlihan Lokey Capital, Inc.
10.147		Subscription Agreement, dated as of June 25, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and ARF II Maritime Equity Partners L.P.
10.148		Subscription Agreement, dated as of June 25, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and ARF II Maritime Equity Co-Investors LLC
10.149		Letter of Intent, dated as of May 6, 2015, by and between Korea Trade Insurance Corporation and Citibank NA, London Branch

		Description

10.150		Letter of Interest, dated as of May 4, 2015, by and between The Export-Import Bank of Korea and Gener8 Maritime, Inc.
10.151		Letter of Interest for Buyer's Credit Insurance, dated as of May 8, 2015, by and between China Export & Credit Insurance Corporation and Citibank NA
21.1	*	Subsidiaries of Gener8 Maritime, Inc.
23.1	*	Consent of Kramer Levin Naftalis & Frankel LLP (included in its opinion filed as Exhibit 8.1)
23.2		Consent of Drewry Shipping Consultants Limited
23.3		Consent of Deloitte & Touche LLP
24.1	**	Powers of Attorney (contained in the signature page to this registration statement)

*: To be filed by amendment
**: Previously filed

Exhibit 3.2

GENER8 MARITIME, INC.
AMENDED AND RESTATED BYLAWS
EFFECTIVE AS OF , 2015

ARTICLE I

SHAREHOLDERS

Section 1.1 ANNUAL MEETINGS. An annual meeting of shareholders shall be held for the election of directors at such date, time and place either within or without the Marshall Islands as may be designated by the Board of Directors from time to time or as may be otherwise required by the articles of incorporation. Any other proper business may be transacted at the annual meeting.

Section 1.2 SPECIAL MEETINGS. Special meetings of shareholders may be called at any time by the Board of Directors, to be held at such date, time and place either within or without the Marshall Islands as may be stated in the notice of the meeting or as may be otherwise required by the articles of incorporation. The business transacted at any special meeting shall be limited to the purposes stated in the notice. If the chairman of the special meeting determines that business was not properly brought before the special meeting in accordance with the procedures contained in the Bylaws and articles of incorporation, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Section 1.3 NOTICE OF MEETINGS. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called and indicate that it is being issued by or at the direction of the person or persons calling the meeting. Unless otherwise provided by law, the written notice of any meeting shall be given not less than fifteen (15) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the mail, directed to the shareholder at such shareholder’s address as it appears on the records of the Corporation.

Section 1.4 ADJOURNMENTS. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and unless the meeting was adjourned for lack of a quorum notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the meeting is adjourned for lack of quorum, notice of the new meeting shall be given to each shareholder of record entitled to vote at the meeting. If after an adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under Section 1.3 of these Bylaws.

Section 1.5 QUORUM. At each meeting of shareholders, except where otherwise provided by law or the articles of incorporation or these Bylaws, the holders of a majority of the outstanding shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. In the absence of a quorum, the majority of the shareholders present either in person or by proxy shall have the power to adjourn the meeting from time to time in the manner provided by Section 1.4 of these Bylaws until a quorum shall attend.

Section 1.6 ORGANIZATION. Meetings of shareholders shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by any director or officer of the Corporation selected by a majority of members of the Board present at such meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7 VOTING; PROXIES. Unless otherwise provided in the articles of incorporation, each shareholder entitled to vote at any meeting of shareholders shall be entitled to one vote for each share of stock held by such shareholder which has voting power upon the matter in question. Each shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for such shareholder by proxy, but no such proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. A duly executed proxy shall be irrevocable if it is entitled “irrevocable proxy” and it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient under the law of the Marshall Islands to support an irrevocable power. A shareholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of shareholders need not be by written ballot, and voting at meetings of shareholders need not be conducted by inspectors unless any holder of outstanding shares entitled to vote thereon present in person or by proxy at such meeting shall so request. At all meetings of shareholders for the election of directors a plurality of the votes cast shall be sufficient to elect. With respect to other matters, unless otherwise provided by law or by the articles of incorporation, the majority of the votes cast at a meeting of shareholders by the holders of the shares entitled to vote thereon shall be the act of the shareholders. Where a separate vote by class is required, the affirmative votes cast by the holders of a majority of the shares of each class casting votes who are present in person or represented by proxy at the meeting shall be the act of such class, except as otherwise provided by law or by the articles of incorporation or these Bylaws.

Section 1.8 NOTICE OF NOMINATION. Nominations for the election of directors may be made by the Board of Directors (or any duly authorized committee thereof) or by any shareholder entitled to vote for the election of directors. Nominations by other than action of the Board of Directors (or any duly authorized committee thereof) shall be made by notice in proper written form pursuant to Section 1.12 hereof, delivered or mailed by first class mail, postage prepaid, to the Secretary of the Corporation not less than one hundred fifty (150) days nor more than one hundred eighty (180) days prior to the first anniversary date of the preceding year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the shareholder will be considered timely if it is delivered not earlier than the 180th day prior to such annual meeting and not later than the close of business on the later of the 150th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.

Section 1.9 FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or to express consent to or dissent from any proposal without a meeting, or entitled to receive payments of any dividend or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than fifteen (15) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed: (1) the record date for determining

shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day preceding the day on which notice is first given; and (2) the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 1.10 ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required to be taken or which may be taken at any annual or special meeting of shareholders of the Corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 1.11 NATURE OF BUSINESS AT ANNUAL MEETINGS OF SHAREHOLDERS. (a) No business may be transacted at an annual meeting of shareholders, other than business that is either (x) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof); (y) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof); or (z) otherwise properly brought before the annual meeting by any shareholder of the Corporation (i) who is a shareholder of record on the date notice is given as provided for in Section 1.3 and has remained a shareholder of record through the record date for the determination of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in Section 1.8 and this Section 1.11.

(b) In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form pursuant to Section 1.12 hereof, delivered or mailed by first class mail, postage prepaid, to the Secretary of the Corporation.

(c) To be timely, a shareholder’s notice to the Secretary of the Corporation must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred fifty (150) days nor more than one hundred eighty (180) days prior to the first anniversary date of the preceding year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the shareholder will be considered timely if it is delivered not earlier than the 180th day prior to such annual meeting and not later than the close of business on the later of the 150th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.

(d) No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in Section 1.12 hereof, except that once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 1.11 or Section 1.12 shall be deemed to preclude discussion by any shareholder of any such business.

Section 1.12 PROPER WRITTEN FORM OF SHAREHOLDER’S NOTICE. (a) To be in proper written form pursuant to Sections 1.8 or 1.11 hereof, a shareholder’s notice to the Secretary of the Corporation shall set forth in writing as to each matter the shareholder proposes to bring before the annual meeting: (i) as to each person whom the shareholder proposes to nominate for election or re-election as a director, the name, age, and business address of each such person, the principal occupation or employment of such person, the number of shares of stock of the Corporation which are beneficially owned by such person, and all other information relating to such person that is required to be disclosed in

solicitations of proxies for election of directors in an election contest, or is otherwise required pursuant to Regulation 14A under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration) and the reasons for conducting such business at the annual meeting, and in the event that such business includes a proposal to amend the Articles of Incorporation or the Bylaws of the Corporation, the language of the proposed amendment; (iii) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business or nomination and the name and address of the beneficial owner, if any, on whose behalf the nomination or proposal is being made; (iv) the class or series and number of shares of the Corporation which are beneficially owned or owned of record by the shareholder proposing such business or nomination and name of the beneficial owner if different from the shareholder; (v) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and/or such beneficial owners, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder and/or such beneficial owner, with respect to shares of stock of the Corporation; (vi) any material interest of the shareholder and/or such beneficial owners in any such business; (vii) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at such meeting to propose such business; and (viii) if the shareholder intends to solicit proxies in support of such shareholder’s proposal, a representation to that effect. The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the Corporation of his or her intention to make a nomination or present a proposal at an annual meeting and such shareholder’s nominee or proposal has been included in a proxy statement that has been prepared by management of the Corporation to solicit proxies for such annual meeting; provided, however, that if such shareholder does not appear or send a qualified representative to present such nominee or proposal at such annual meeting, the Corporation need not present such nominee or proposal for a vote at such meeting notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 1.12, to be considered a qualified representative of the shareholder, a person must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of such writing or electronic transmission, at the meeting of shareholders. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

(b) The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that the business or nomination was not properly brought before the annual meeting in accordance with the foregoing procedures, and if he should so determine, he shall so declare to the meeting and the defective nomination or business shall be disregarded.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1 POWER; QUALIFICATIONS. The business, affairs and property of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the articles of incorporation. Directors need not be shareholders nor residents of the Marshall Islands.

Section 2.2 ELECTION; NUMBER OF DIRECTORS. Except as the articles of incorporation may otherwise provide, the number of directors constituting the entire Board of Directors shall be not less than one nor more than twelve as fixed from time to time by the vote of not less than 66 2/3% of the entire Board of Directors, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the entire Board of Directors shall be seven until otherwise fixed by the vote of not less than 66 2/3% of the entire Board of Directors. Notwithstanding the foregoing sentence, in connection with an underwritten public offering by the Corporation registered under the Securities Act of 1933, as amended, the number of directors constituting the entire Board of Directors may be increased to up to nine by the vote of not less than a majority of the directors constituting the entire Board of Directors. This Section 2.2 may not be amended or repealed except by vote of 66 2/3% of the entire Board of Directors. The phrase “66 2/3% of the entire Board of Directors” as used in these Bylaws shall be deemed to refer to 66 2/3% of the number of directors constituting the Board of Directors as set in accordance with this Section 2.2, without regard to any vacancies then existing or, if the number of directors constituting the Board of Directors is less than 66 2/3% of the number of directors set in accordance this Section 2.2 due to vacancies, the unanimous vote of directors then in office.

Section 2.3 REGULAR MEETINGS. Regular meetings of the Board of Directors may be held at such places within or without the Marshall Islands and at such times as the Board may from time to time determine, and may be held without notice if the time and place of regular meetings of the Board of Directors are fixed by the bylaws or the Board of Directors.

Section 2.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be held at any time or place within or without the Marshall Islands whenever called by the Chairman of the Board, if any, by the President or by any two directors. Notice of any special meeting of the Board of Directors shall be given to each Director in person, by telephone, by facsimile or electronic mail, or by next-day delivery courier service, at least 24 hours before the special meeting, directed to each director at that director’s address, telephone number, facsimile number of electronic mail address, as the case may be, as shown on the Corporation’s records.

Section 2.5 PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE PERMITTED. Unless otherwise restricted by the articles of incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other, and participation in a meeting pursuant to this Bylaw shall constitute presence in person at such meeting.

Section 2.6 QUORUM; VOTE REQUIRED FOR ACTION. At all meetings of the Board of Directors a majority of the directors at the time in office shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board except as otherwise provided in the articles of incorporation and in these Bylaws. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

Section 2.7 ORGANIZATION. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Chief Executive Officer, or in the absence of the Chief Executive Officer, by the President, or in the absence of the President, by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any

Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8 ACTION BY DIRECTORS WITHOUT A MEETING. Unless otherwise restricted by the articles of incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 2.9 COMPENSATION OF DIRECTORS. The Board of Directors shall have the authority to fix the compensation of directors.

ARTICLE III

COMMITTEES

Section 3.1 COMMITTEES. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board and not prohibited by applicable law, shall have and may exercise, to the fullest extent permitted by law, all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation, if any, to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to the submission to shareholders of any action that requires shareholders’ authorization under the Marshall Island Business Corporations Act (the “BCA”), the filling of vacancies in the Board of Directors or in a committee thereof, the fixing of compensation of the directors for serving on the Board of Directors or any committee thereof, the amendment or repeal of any Bylaws or the adoption of new Bylaws, the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable, increasing the number of directors on the Board of Directors or removing directors.

Section 3.2 COMMITTEE RULES. Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these Bylaws.

ARTICLE IV

OFFICERS

Section 4.1 OFFICERS; ELECTION. The Corporation shall have a Chairman of the Board, a President, a Chief Executive Officer, a Chief Financial Officer, a Secretary, a Treasurer and one or more Vice Presidents. The Board of Directors shall elect a chairman from among its members. Each other officer shall be elected by the majority vote of the entire Board of Directors. The Board of Directors may also elect such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held

by the same person. Officers may be of any nationality, need not be residents of the Marshall Islands and may be, but are not required to be, Directors.

Section 4.2 TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES. Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until the first meeting of the Board after the annual meeting of shareholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

Section 4.3 CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the shareholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board.

Section 4.4 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have general charge and supervision of the business of the Corporation. All personnel shall report to the Chief Executive Officer, and he or she shall set all policies of the Corporation, subject to overall management by the Board of Directors.

Section 4.5 PRESIDENT. In the absence of the Chairman of the Board, the President of the Corporation shall preside at all meetings of the Board of Directors and of the shareholders at which he or she shall be present. The President shall perform all duties incident to the office of president of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board of Directors or as may be provided by law.

Section 4.6 VICE PRESIDENTS. The Vice President or Vice Presidents shall have such other powers and shall perform such other duties as may, from time to time, be assigned to him or her or them by the Board or the President or as may be provided by law.

Section 4.7 SECRETARY. The Secretary shall have the duty to record the proceedings of the meetings of the shareholders, the Board of Directors and any committees in a book to be kept for that purpose, shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, shall be custodian of the records and corporate seal of the Corporation, if any, may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties incident to the office of secretary of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law. If the Secretary is a corporation or other business entity, the duties of the Secretary may be carried out by any duly authorized representative of such corporation.

Section 4.8 TREASURER. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trusts companies or other depositories as shall, from time to time be selected by or under authority of the Board of Directors.

If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Board may determine. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation, and, in general, shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.

Section 4.9 OTHER OFFICERS. The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution of the Board of Directors which is not inconsistent with the articles of incorporation or these Bylaws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE V

STOCK

Section 5.1 CERTIFICATES. The shares of the Corporation may be issued in book-entry form or evidenced by certificates. However, every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by (a) one of the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and (b) one of the Chief Financial Officer, the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such holder in the Corporation. If such certificate is manually countersigned by a transfer agent who is not the Corporation or its employees, any other signature on the certificate may be a facsimile. In case any officer or director who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer or director before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer or director at the date of issue.

Section 5.2 TRANSFER. Except as the articles of incorporation may otherwise provide, the Board of Directors shall, to the fullest extent permitted by law, have the power and authority to make such rules and regulations as they may deem expedient concerning the issuance, registration and transfer of the certificates representing shares of the Corporation’s stock, and may appoint transfer agents and registrars thereof.

Section 5.3 LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW CERTIFICATES. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

ARTICLE VI

MISCELLANEOUS

Section 6.1 FISCAL YEAR. The fiscal year of the Corporation shall be the calendar year or such other period as may be determined by the Board of Directors.

Section 6.2 OFFICES. The principal place of business of the Corporation shall be at such place or places as the Directors shall from time to time determine. The Corporation may also have an office or offices at such other places within or without the Marshall Islands as the Board of Directors may from time to time appoint or the business of the Corporation may require.

Section 6.3 SEAL. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 6.4 WAIVER OF NOTICE OF MEETINGS OF SHAREHOLDERS, DIRECTORS AND COMMITTEES. Whenever notice is required to be given by law or under any provision of the articles of incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting without protesting the lack of notice shall constitute a waiver of notice of such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the articles of incorporation or these Bylaws.

Section 6.5 INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, Fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of (or in a similar capacity in respect of) another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

(c) Notwithstanding the other provisions of this Section 6.5, to the extent that a director or officer of the Corporation has been successful on the merits or otherwise, including, without

limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections (a) and (b) of this Section 6.5, or in the defense of any claim, issue or matter therein, he shall be indemnified against all costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith.

(d) Any indemnification under Sections (a) and (b) of this Section 6.5 (unless ordered by a court) shall be paid by the Corporation unless a determination is made (1) by the Board of Directors by a majority vote or a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders, that indemnification of the director or officer is not proper in the circumstances because he had not met the applicable standards of conduct set forth in Sections (a) and (b) of this Section 6.5.

(e) For purposes of this Section 6.5, the term “Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger. Any director or officer of the Corporation serving (i) another corporation, partnership, joint venture, trust, or other enterprise, of which a majority of the equity interests entitled to vote in the election of its directors or the equivalent is controlled by the Corporation, or (ii) any employee benefit plan of the Corporation or any entity referred to in clause (i), in any capacity shall be deemed to be doing so at the request of the Corporation. The benefits of this Section 6.5 shall extend to the heirs and legal representatives of any person entitled to indemnification under this section.

(f) The Corporation may indemnify any person, including any employee or agent of the Corporation, to whom the Corporation is permitted by applicable law to provide indemnification or the advancement of expenses, whether pursuant to rights granted pursuant to, or provided by, the BCA or other rights created by (i) a resolution of the shareholders, (ii) a resolution of directors or (iii) an agreement providing for such indemnification, it being expressly intended that these Bylaws authorize the creation of other rights in any such manner. The right to be indemnified and to the reimbursement or advancement of expenses incurred in defending a proceeding in advance of its final disposition authorized by this Section 6.5 shall (i) not be exclusive of any other right which any person may have or hereafter acquire under any statute, common law, provision of the articles of incorporation, Bylaws, agreement, vote of shareholder or disinterested directors or otherwise; and (ii) continue as to a person who has ceased to be a director, officer, employee or agent.

(g) The right to indemnification conferred by Section (a), (b) or (c) of this Section 6.5 shall, and any indemnification extended under Section (f) of this Section 6.5 may, be retroactive to events occurring prior to the adoption of this Section 6.5 and shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto, to the fullest extent permitted by applicable law.

(h) Any person entitled to be indemnified as a matter of right pursuant to this provision may elect, to the fullest extent permitted by law, to have the right to indemnification interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of the applicable law in effect at the time indemnification is sought. The right to be indemnified pursuant to this Section 6.5 shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any action, suit or proceeding (including investigations by any governmental or quasi-governmental agency and all costs, charges and expenses incurred in preparing for any threatened action, suit or proceeding) in advance of its final disposition; provided, however, that the payment of such expenses incurred by a director or officer in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such

person while a director or officer, including without limitation, service to an employee benefit plan) in advance of the final disposition of such action, suit or proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should ultimately be determined that such director or officer is not entitled to be indemnified under this provision. No security shall be required for such undertaking and such undertaking shall be accepted without reference to the recipient’s financial ability to make repayment. The repayment of such charges and expenses incurred by other employees and agents of the Corporation which are paid by the Corporation in advance of the final disposition of such action, suit or proceeding as permitted by this Section 6.5 may be required upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may, in the manner set forth above, and subject to the approval of the person entitled to be indemnified authorize the Corporation’s counsel to represent such person, in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

(i) Any indemnification under Sections (a), (b) or (c) of this Section 6.5 or advance of costs, charges and expenses under Section (h) of this Section 6.5 shall be made promptly, and in any event within 60 days, upon the written request of the director or officer, directed to the Secretary of the Corporation. The right to indemnification or advances as granted by Section (h) of this Section 6.5 shall be enforceable by the director or officer in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person’s costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section (h) of this Section 6.5 where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Section (a) and (b) of this Section 6.5, but the burden of proving that such standard of conduct has not been met shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in Section (a) or (b) of this Section 6.5, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(j) The Corporation shall have the power to purchase and maintain insurance on behalf of any person whether or not the Corporation would have the power to indemnify such person against such liability by law or under the provisions of this Section 6.5.

(k) For purposes of this Section 6.5:

(i) “Fines” shall include any penalties and any excise or similar taxes assessed on a person with respect to an employee benefit plan;

(ii) A person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of any employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in Sections (a) and (b) of this Section 6.5;

(iii) Service as a partner, trustee or member of management or similar committee of a partnership or joint venture, or as a director, officer, employee or agent of a corporation

which is a partner, trustee or joint venturer, shall be considered service as a director, officer, employee or agent of the partnership, joint venture, trust or other enterprise.

(l) SAVINGS CLAUSE. If this Section 6.5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement and above expenses with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Section 6.5 that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 6.6 INTERESTED DIRECTORS; QUORUM. Except as the articles of incorporation may otherwise provide, no contract or other transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest in the contract or transaction and as to any common directorship, officership or financial interest are disclosed in good faith or known to the Board or the committee, and the Board or committee authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, or, if the votes of the disinterested directors are insufficient to constitute an act of the Board of Directors as defined in Section 55 of the BCA, by unanimous vote of the disinterested directors; or (2) the material facts as to his or her relationship or interest in the contract or transaction and as to any such common directorship, officership or financial interest as disclosed in good faith or known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved by vote of the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 6.7 FORM OF RECORDS. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, magnetic tape, computer disks, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.8 AMENDMENT OF BYLAWS. Except where otherwise specified in a specific Bylaw, these Bylaws may be amended or repealed, and new Bylaws adopted, by the vote of not less than a majority of the entire Board of Directors.

Section 6.9 FORUM FOR ADJUDICATION OF DISPUTES. To the fullest extent permitted by law, unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the BCA, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of New York of the United States of America, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of

capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VI.

Exhibit 10.12

EXECUTION COPY (1)

$508,977,536.95

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

among

GENERAL MARITIME CORPORATION,

as Parent,

GENERAL MARITIME SUBSIDIARY II CORPORATION,

and

ARLINGTON TANKERS LTD.

as Guarantors,

GENERAL MARITIME SUBSIDIARY CORPORATION,
as Borrower,

VARIOUS LENDERS

and

NORDEA BANK FINLAND PLC, NEW YORK BRANCH,

as Administrative Agent and Collateral Agent

and

NORDEA BANK FINLAND PLC, NEW YORK BRANCH

and

DNB BANK ASA
as Joint Book Runners

Dated as of May 17, 2012

(1) Conformed through that certain Sixth Amendment, dated as of April 2, 2015.

TABLE OF CONTENTS

	Page

SECTION 1. Definitions and Accounting Terms	2

1.01 Defined Terms	2

SECTION 2. Amount and Terms of Credit Facility	40

2.01 The Loans	40
2.02 [Intentionally Omitted]	41
2.03 [Intentionally Omitted]	41
2.04 [Intentionally Omitted]	41
2.05 Notes	41
2.06 Pro Rata Borrowings	42
2.07 Interest	42
2.08 Interest Periods	43
2.09 Increased Costs, Illegality, Market Disruption Event, etc.	44
2.10 Compensation	46
2.11 Change of Lending Office	46
2.12 Replacement of Lenders	47
2.13 Defaulting Lenders	47

SECTION 3. Existing Letters of Credit	48

3.01 Existing Letters of Credit	48
3.02 Existing Letter of Credit Participations	48
3.03 Agreement to Repay Existing Letter of Credit Drawings	51
3.04 Increased Costs	52

SECTION 4. Fees	52

4.01 Fees	52

SECTION 5. Prepayments; Payments; Taxes	53

5.01 Voluntary Prepayments	53
5.02 Mandatory Repayments	54
5.03 Method and Place of Payment	57
5.04 Net Payments; Taxes	57

SECTION 6. [Intentionally Omitted]	58

SECTION 7. Representations, Warranties and Agreements	58

7.01 Corporate/Limited Liability Company/Limited Partnership Status	58
7.02 Corporate Power and Authority	59
7.03 No Violation	59
7.04 Governmental Approvals	59
7.05 Financial Statements; Financial Condition; Undisclosed Liabilities	59

7.06 Litigation	60
7.07 True and Complete Disclosure	60
7.08 Use of Proceeds; Margin Regulations	61
7.09 Tax Returns and Payments	61
7.10 Compliance with ERISA	62
7.11 The Security Documents	63
7.12 Capitalization	63
7.13 Subsidiaries	64
7.14 Compliance with Statutes, etc.	64
7.15 Investment Company Act	64
7.16 Money Laundering	64
7.17 Pollution and Other Regulations	65
7.18 Labor Relations	66
7.19 Patents, Licenses, Franchises and Formulas	66
7.20 Indebtedness	66
7.21 Insurance	66
7.22 Concerning the Collateral Vessels	66
7.23 Citizenship	67
7.24 Collateral Vessel Classification; Flag	67
7.25 No Immunity	67
7.26 Fees and Enforcement	67
7.27 Form of Documentation	67
7.28 Solvency	68
7.29 Patriot Act	68
7.30 Certain Business Practices	68

SECTION 8. Affirmative Covenants	68

8.01 Information Covenants	68
8.02 Books, Records and Inspections	72
8.03 Maintenance of Property; Insurance	73
8.04 Corporate Franchises	73
8.05 Compliance with Statutes, etc.	73
8.06 Compliance with Environmental Laws	73
8.07 ERISA	74
8.08 End of Fiscal Years; Fiscal Quarters	76
8.09 Performance of Obligations	76
8.10 Payment of Taxes	76
8.11 Further Assurances	76
8.12 Deposit of Earnings	77
8.13 Ownership of Subsidiaries	77
8.14 Flag of Collateral Vessels; Citizenship; Collateral Vessel Classifications	77
8.15 Use of Proceeds	78
8.16 Sale Vessels Disposal	78

SECTION 9. Negative Covenants	78

9.01 Liens	78

iii

9.02 Consolidation, Merger, Sale of Assets, etc.	81
9.03 Dividends	84
9.04 Indebtedness	85
9.05 Advances, Investments and Loans	86
9.06 Transactions with Affiliates	87
9.07 Capital Expenditures	88
9.08 Minimum Cash Balance	89
9.09 Collateral Maintenance	89
9.10 Interest Expense Coverage Ratio	90
9.11 Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc.	90
9.12 Limitation on Certain Restrictions on Subsidiaries	91
9.13 Limitation on Issuance of Equity Interests	91
9.14 Business	92
9.15 Jurisdiction of Employment; Chartering In Contracts	92
9.16 Bank Accounts	92
9.17 Indebtedness of Non-Recourse Subsidiaries	93
9.18 Prepayments, Etc. of Wells Fargo Indebtedness	93
9.19 Special Provisions Relating to the 2014 Newbuilding Acquisition and Related Transactions	93
9.20 Chartering Arrangements	95
9.21 Special Provisions Relating to Merger Sub and its Subsidiaries	95

SECTION 10. Events of Default	96

10.01 Payments	96
10.02 Representations, etc.	96
10.03 Covenants	96
10.04 Default Under Other Agreements	96
10.05 Bankruptcy, etc.	96
10.06 ERISA	97
10.07 Security Documents	98
10.08 Guaranties	98
10.09 Judgments	98
10.10 Change of Control	98
10.11 Default Under Non-Recourse Subsidiary Agreements	98

SECTION 11. Agency and Security Trustee Provisions Appointment	99

11.01 Nature of Duties	100
11.02 Lack of Reliance on the Agents	100
11.03 Certain Rights of the Agents	100
11.04 Reliance	101
11.05 Indemnification	101
11.06 The Administrative Agent in its Individual Capacity	101
11.07 Holders	101
11.08 Resignation by the Administrative Agent	101
11.09 Collateral Matters	102

11.10 Delivery of Information	103

SECTION 12. Miscellaneous Payment of Expenses, etc.	103

12.01 Right of Setoff	104
12.02 Notices	105
12.03 Benefit of Agreement	105
12.04 No Waiver; Remedies Cumulative	108
12.05 Payments Pro Rata	108
12.06 Calculations; Computations	109
12.07 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL	109
12.08 Counterparts	110
12.09 Restatement Effective Date	111
12.10 Headings Descriptive	114
12.11 Amendment or Waiver; etc.	114
12.12 Survival	116
12.13 Domicile of Loans	116
12.14 Confidentiality	116
12.15 Register	117
12.16 Judgment Currency	117
12.17 Language	118
12.18 Waiver of Immunity	118
12.19 USA PATRIOT Act Notice	118
12.20 Release of Secondary Collateral and Subsidiary Guarantors	119

SECTION 13. Holdings Guaranty	119

13.01 Guaranty	119
13.02 Bankruptcy	120
13.03 Nature of Liability	120
13.04 Independent Obligation	120
13.05 Authorization	120
13.06 Reliance	121
13.07 Subordination	121
13.08 Waiver	122
13.09 Judgment Shortfall	123

SCHEDULE I	—	Loans
SCHEDULE II	—	Lender Addresses
SCHEDULE III	—	Collateral Vessels
SCHEDULE IV	—	Existing Liens
SCHEDULE V	—	Existing Indebtedness
SCHEDULE VI	—	Required Insurance
SCHEDULE VII	—	ERISA
SCHEDULE VIII	—	Subsidiaries

SCHEDULE IX	—	Capitalization
SCHEDULE X	—	Approved Classification Societies
SCHEDULE XI	—	Existing Investments
SCHEDULE XII	—	Existing Letters of Credit
SCHEDULE XIII	—	Transactions with Affiliates
SCHEDULE XIV	—	Subsidiary Guarantors
SCHEDULE XV	—	Litigation
SCHEDULE XVI	—	Non-Recourse Subsidiaries

EXHIBIT A	—	Form of Notice of Interest Period Election
EXHIBIT B	—	Form of Term Note
EXHIBIT C-1	—	Form of Opinion of Kirkland & Ellis LLP, New York counsel to the Credit Parties
EXHIBIT C-2	—	Form of Opinion of Constantine P. Georgiopoulos, New York maritime counsel to the Credit Parties
EXHIBIT C-3	—	Form of Opinion of Dennis J. Reeder, Esq., Marshall Islands counsel to the Credit Parties
EXHIBIT C-4	—	Form of Opinion of George E. Henries, Esq., Liberian counsel to the Credit Parties
EXHIBIT C-5	—	Form of Opinion of Conyers, Dill & Pearman Ltd., Bermuda counsel to the Credit Parties
EXHIBIT D	—	Form of Officer’s Certificate
EXHIBIT E	—	Form of Amended and Restated Subsidiaries Guaranty
EXHIBIT F-1	—	Form of Second Amended and Restated Pledge Agreement
EXHIBIT F-2	—	Form of Amended and Restated Secondary Pledge Agreement
EXHIBIT F-3	—	Form of Pari Passu Pledge Agreement
EXHIBIT G-1	—	Form of Assignment of Earnings
EXHIBIT G-2	—	Form of Secondary Assignment of Earnings
EXHIBIT H-1	—	Form of Assignment of Insurances
EXHIBIT H-2	—	Form of Secondary Assignment of Insurances
EXHIBIT I-1	—	Form of Marshall Islands Collateral Vessel Mortgage
EXHIBIT I-2	—	Form of Marshall Islands Secondary Collateral Vessel Mortgage
EXHIBIT I-3	—	Form of Liberian Collateral Vessel Mortgage
EXHIBIT I-4	—	Form of Bermuda Collateral Vessel Mortgage
EXHIBIT J	—	Form of Excess Liquidity Certificate
EXHIBIT K	—	Form of Solvency Certificate
EXHIBIT L	—	Form of Assignment and Assumption Agreement
EXHIBIT M	—	Form of Amended and Restated Compliance Certificate
EXHIBIT N	—	Subordination Provisions
EXHIBIT O	—	Form of Parent Officer’s Certificate
EXHIBIT P-1	—	Form of Primary Intercreditor Agreement
EXHIBIT P-2	—	Form of Secondary Intercreditor Agreement
EXHIBIT Q	—	Form of Joinder Agreement

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 17, 2012, among GENERAL MARITIME CORPORATION, a Marshall Islands corporation (the “ Parent ”), GENERAL MARITIME SUBSIDIARY CORPORATION, a Marshall Islands corporation (the “ Borrower ”), GENERAL MARITIME SUBSIDIARY II CORPORATION, a Marshall Islands corporation (“ GMSCII ”), in its capacity as a Guarantor, ARLINGTON TANKERS LTD., a Bermuda corporation, as a Guarantor (“ Arlington ”), the Lenders party hereto from time to time, and NORDEA BANK FINLAND PLC, NEW YORK BRANCH (“ Nordea ”), as Administrative Agent (in such capacity, the “ Administrative Agent ”) and as Collateral Agent under the Security Documents (in such capacity, the “ Collateral Agent ”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

W I T N E S S E T H :

WHEREAS, the Borrower, the Parent, GMSCII, Arlington, the lenders party thereto and Nordea, as administrative agent and collateral agent, are party to a Second Amended and Restated Credit Agreement, dated as of May 6, 2011 (as amended, modified and/or supplemented from time to time to, but not including, the Restatement Effective Date, the “ Original Credit Agreement ”);

WHEREAS, the Borrower, GMSCII and the Parent and certain of their subsidiaries commenced voluntary bankruptcy proceedings (the “ Chapter 11 Proceedings ”) on November 17, 2011 under Chapter 11 of title 11 of the United States Code (the “ Bankruptcy Code ”) in the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”);

WHEREAS, in connection with the Chapter 11 Proceedings, the Bankruptcy Court confirmed a plan of reorganization (as such plan may be modified from time to time, in accordance with its terms, the “ Plan of Reorganization ”) under Chapter 11 of the Bankruptcy Code pursuant to a confirmation order dated May 7, 2012;

WHEREAS, pursuant to the Plan of Reorganization, on the Restatement Effective Date (x) each of the Lenders holding outstanding Revolving Loans immediately prior to the Restatement Effective Date will convert such Revolving Loans into Tranche A Loans under this Agreement after giving effect to the paydown of $35,350,780 as part of the Plan of Reorganization, (y) the unutilized Revolving Commitments (as defined in the Original Credit Agreement) of the Lenders, if any, under the Original Credit Agreement will be terminated and (z) the termination value of and interest in accordance with the Final DIP/Cash Collateral Order on the Indebtedness under the Specified Swap shall be exchanged on a dollar for dollar basis for a Tranche B Loan under this Agreement;

WHEREAS, pursuant to the Plan of Reorganization, GMSCII intends to amend and restate its existing $372,000,000 Amended and Restated Credit Agreement, dated as of May 6, 2011 (as amended, modified and/or supplemented from time to time to, but not including, the Restatement Effective Date, the “ Original Other Credit Agreement ”), among GMSCII, as borrower, the Parent, Arlington and the Borrower, as guarantors, the lenders party thereto and Nordea, as administrative agent, with a term loan credit facility providing for the continuation of

the outstanding term loans and conversion of revolving commitments under the Original Other Credit Agreement into term loans to GMSCII (such $273,802,583.31 Second Amended and Restated Credit Agreement (as amended, modified and/or supplemented in accordance with the terms thereof and of the Intercreditor Agreements), among GMSCII, as borrower, the Parent, the Borrower and Arlington, as guarantors, the lenders from time to time party thereto and Nordea, as administrative agent and collateral agent (in such capacities, the “ Other Agent ”), the “ Other Credit Agreement ”);

WHEREAS, subject to certain conditions, including the confirmation of the Plan of Reorganization pursuant to section 1129 of the Bankruptcy Code and the effectiveness of the Plan of Reorganization, pursuant to the Plan of Reorganization, the Lenders under the Original Credit Agreement shall be deemed a party to this Agreement without further action of the Administrative Agent or of the Lenders, and this Agreement, as set forth herein, will replace the Original Credit Agreement, which will have no remaining force and effect;

WHEREAS, pursuant to the terms of the Plan of Reorganization and in consideration for the Lenders under the Original Credit Agreement consenting to the conversion and continuation of Indebtedness under the Other Credit Agreement (including the guarantees thereof) and the continuation of the second priority liens on the collateral securing such Indebtedness, (x) the Guarantors under and as defined in the Other Credit Agreement will guarantee the Obligations under this Agreement and (y) the Obligations of the Credit Parties under this Agreement will continue to be secured by a second priority Lien on the Secondary Collateral; and

WHEREAS, the parties wish to amend and restate the Original Credit Agreement in order to permit the transactions described above and to amend certain other provisions of the Original Credit Agreement.

NOW, THEREFORE, the parties hereto agree that, effective as of the Restatement Effective Date, the Original Credit Agreement shall be, and hereby is, amended and restated in its entirety as follows:

SECTION 1. Definitions and Accounting Terms .

1.01 Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ 2013 Equity Investment ” shall have the meaning provided in the Third Amendment.

“ 2014 Newbuilding Acquisition ” shall mean the acquisition of the 2014 Newbuilding Vessels, such acquisition to be implemented by (i) the acquisition of the 2014 Newbuilding Subsidiaries pursuant to the 2014 Newbuilding Master Agreement (the “Initial Phase of the 2014 Newbuilding Acquisition”) and (ii) the acquisition of the 2014 Newbuilding Vessels pursuant to the terms of the 2014 Newbuilding Contracts; provided that such acquisition consideration shall be funded solely as provided in Section 9.19(i).

“ 2014 Newbuilding Contract ” shall mean shipbuilding contracts to which the 2014 Newbuilding Subsidiaries are party on the Fourth Amendment Effective Date which contracts are listed on Schedule XVIII to this Agreement, each as amended from time to time in accordance with the terms hereof and thereof including pursuant to the 2014 Newbuilding Contract Novation.

“ 2014 Newbuilding Contract Novation ” shall mean the novation of the 2014 Newbuilding Contract to the 2014 Newbuilding Subsidiaries described in clause (b) of the definition thereof.

“ 2014 Newbuilding Holdco ” shall mean VLCC Acquisition I Corporation, a Marshall Islands corporation, a wholly-owned direct Subsidiary of the Parent formed for the purpose of implementing the 2014 Newbuilding Acquisition, the assets of which shall consist primarily of the Capital Stock of the 2014 Newbuilding Subsidiaries.

“ 2014 Newbuilding Master Agreement ” shall mean the Master Agreement, dated as of March 18, 2014 by and among 2014 Newbuilding Holdco, the 2014 Newbuilding Subsidiaries and Scorpio Tankers Inc., as such agreement may be amended or modified in accordance with the terms hereof and thereof.

“ 2014 Newbuilding Subsidiaries ” shall mean (a) prior to the 2014 Newbuilding Contract Novation, the Persons acquired by the 2014 Newbuilding Holdco pursuant to the 2014 Newbuilding Master Agreement and (b) upon and after the 2014 Newbuilding Contract Novation, the Subsidiaries of 2014 Newbuilding Holdco who have succeeded to the Persons described in clause (a) each of which is party to a 2014 Newbuilding Contract.

“ 2014 Newbuilding Vessel ” shall mean the seven VLCCs to be acquired by the 2014 Newbuilding Subsidiaries pursuant to the 2014 Newbuilding Contract.

“ 273 Blocked Account ” shall mean the “273 Blocked Account” as defined in the Other Credit Agreement.

“ 273 Blocked Amount ” shall mean the “273 Blocked Amount” as defined in the Other Credit Agreement.

“ 508 Blocked Account ” shall mean a non-interest bearing blocked account with Nordea or Nordea Bank Finland plc, Cayman Islands Branch, as depository bank, with respect to which the Parent shall have duly executed and delivered a control agreement granting a first priority security interest to the Pledgee (as defined in the Pari Passu Pledge Agreement) (reasonably satisfactory in all respects to such Pledgee).

“ 508 Blocked Amount ” shall have the meaning provided in Section 9.09(b).

“ Acceptable Flag Jurisdiction ” shall have the meaning provided in Section 8.14.

“ Administrative Agent ” shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor thereto.

“ Affiliate ” shall mean, with respect to any Person, any other Person (including, for purposes of Section 9.06 only, all directors, officers and partners of such Person) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person; provided , however , that for purposes of Section 9.06, an Affiliate of the Parent shall include any Person that directly or indirectly owns more than 5% of any class of the capital stock of the Parent and any officer or director of the Parent or any of its Subsidiaries. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding anything to the contrary contained above, for purposes of Section 9.06, none of the Administrative Agent, the Collateral Agent or any Lender (or any of their respective affiliates) shall be deemed to constitute an Affiliate of the Parent or its Subsidiaries in connection with the Credit Documents or its dealings or arrangements relating thereto.

“ Affiliated Lender ” shall have the meaning provided in Section 12.04(d).

“ Agamemnon ” shall mean the Liberian flag vessel GENMAR AGAMEMNON, Official Number 10257.

“ Agents ” shall mean, collectively, the Administrative Agent, the Collateral Agent, each Joint Book Runner and each Issuing Lender.

“ Aggregate Collateral Vessel Value ” shall have the meaning provided in Section 9.09(a).

“ Aggregate Credit Agreement Exposure ” shall mean, at any time, the aggregate outstanding principal amount of the Loans under this Agreement at such time and the outstanding principal amount of the loans under the Other Credit Agreement at such time.

“ Aggregate Primary Collateral Vessel Value ” shall have the meaning provided in Section 9.09(a).

“ Agreement ” shall mean this Third Amended and Restated Credit Agreement, as modified, supplemented, amended or restated from time to time.

“ Amendment Prepayment ” shall have the meaning provided in the Third Amendment.

“ Applicable Margin ” shall mean a percentage per annum equal to 4.00%.

“ Applicable Property ” shall have the meaning provided in Section 9.01.

& Stemoco or Simpson Spence & Young Ltd.; provided, that, at any time any other independent appraisal firm that is acceptable to the Administrative Agent at such time shall be deemed to constitute an Approved Appraiser.

“ Arlington ” shall have the meaning provided in the first paragraph of this Agreement.

“ Assignment and Assumption Agreement ” shall mean the Assignment and Assumption Agreement substantially in the form of Exhibit L (appropriately completed).

“ Assignment of Charters ” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements.”

“ Assignment of Earnings ” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements.”

“ Assignment of Insurances ” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements.”

“ Bankruptcy Code ” shall have the meaning provided in Section 10.05.

“ Bankruptcy Court ” shall have the meaning provided in the Recitals.

“ Base Rate ” shall mean, for any day, a rate per annum equal to the highest of (i) the Prime Rate in effect on such day, (ii) the sum of the Federal Funds Rate for such day plus ½ of 1% per annum and (iii) the Eurodollar Rate for a Eurodollar Loan denominated in Dollars with a one-month interest period commencing on such day plus 1.00%. For purposes of this definition, the Eurodollar Rate shall be determined using the Eurodollar Rate as otherwise determined by the Administrative Agent in accordance with the definition of Eurodollar Rate, except that (x) if a given day is a Business Day, such determination shall be made on such day (rather than two Business Days prior to the commencement of an Interest Period) or (y) if a given day is not a Business Day, the Eurodollar Rate for such day shall be the rate determined by the Administrative Agent pursuant to preceding clause (x) for the most recent Business Day preceding such day. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or such Eurodollar Rate shall be effective as of the opening of business on the day of such change in the Prime Rate, the Federal Funds Rate or such Eurodollar Rate, respectively.

“ Blocked Accounts ” shall mean the 508 Blocked Account and the 273 Blocked Account.

“ BlueMountain Parent Indebtedness ” shall mean Indebtedness incurred by the Parent from, among others, BlueMountain Capital and its affiliates in an aggregate principal amount not to exceed $131,600,000 plus the amount of interest accrued after the incurrence thereof and capitalized or paid in kind in accordance with the terms thereof and other amounts payable in connection therewith; provided that (i) such Indebtedness shall mature no earlier than the first anniversary of the Maturity Date and shall not require any scheduled amortization, mandatory redemption or prepayment prior to the final maturity thereof (other than any prepayment required (a) from the net cash proceeds from the disposition of any Equity Interests

of 2014 Newbuilding Holdco, or any assets of 2014 Newbuilding Holdco and/or the 2014 Newbuilding Subsidiaries and/or (b) upon a change of control (as defined in the documentation governing such Indebtedness) or acceleration of such Indebtedness following an event of default thereunder), (ii) such Indebtedness shall not be secured or guaranteed by any Subsidiary of the Parent other than 2014 Newbuilding Holdco and the 2014 Newbuilding Subsidiaries and (iii) such Indebtedness shall permit the Parent at its option to make all interest payments thereunder in kind or in cash.

“ Borrower ” shall have the meaning provided in the first paragraph of this Agreement.

“ Borrowing ” shall mean the borrowing of Tranche A Loans from all the Lenders (other than Defaulting Lenders) on a given date having the same Interest Period.

“ Business Day ” shall mean any day except Saturday, Sunday and any day which shall be in New York City, Hamburg or London a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close.

“ Capital Expenditures ” shall mean, with respect to any Person, all expenditures by such Person which should be capitalized in accordance with GAAP and, without duplication, the amount of Capitalized Lease Obligations incurred by such Person.

“ Capitalized Lease Obligations ” of any Person shall mean all rental obligations which, under GAAP, are or will be required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles.

“ Cash Equivalents ” shall mean (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof ( provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition, (ii) time deposits and certificates of deposit of any commercial bank having, or which is the principal banking subsidiary of a bank holding company having, capital, (x) surplus and undivided profits aggregating in excess of $200,000,000 and (y) a long-term unsecured debt rating of at least “A” or the equivalent thereof from S&P or “A2” or the equivalent thereof from Moody’s with maturities of not more than one year from the date of acquisition by such Person, (iii) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (ii) above, (iv) commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s and in each case maturing not more than one year after the date of acquisition by such Person, and (v) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (iv) above.

“ Cash Flow Projections ” shall have the meaning provided in Section 8.01(l).

“ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601 et seq.

“ Change of Control ” shall mean (i) the Parent shall at any time and for any reason fail to own or control, directly or indirectly, 100% of the Equity Interests of the Borrower and each Subsidiary Guarantor which owns a Collateral Vessel, except in the case of a non-U.S. Subsidiary Guarantor, any such other ownership as required by applicable law, (ii) the sale, lease or transfer of all or substantially all of the Parent’s assets to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), (iii) the liquidation or dissolution of the Parent or the Borrower, (iv) at any time prior to the consummation of a Qualifying IPO, (1) the Permitted Holders shall at any time cease to own, directly or indirectly, beneficially or of record, shares representing more than 15% of the outstanding voting or economic Equity Interests of the Parent or (2) any Person or Persons constituting a “group” (as such term is used in Section 13(d) and 14(d) of the Exchange Act, but excluding any benefit plan of such Person or Persons and its or their Subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and excluding the shareholders of Navig8 to the extent such shareholders constitute a “group” in connection with the transactions contemplated by the Merger Agreement), other than a Permitted Holder, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of Stock representing more than the percentage of outstanding voting Equity Interests of the Parent beneficially owned, directly or indirectly, in the aggregate by the Permitted Holders, (v) at any time upon or after the consummation of a Qualifying IPO, (x) any Person or Persons constituting a “group” (as such term is used in Section 13(d) and 14(d) of the Exchange Act, but excluding any benefit plan of such Person or Persons and its or their Subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than a Permitted Holder, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of Stock representing more than 35% of the outstanding voting Equity Interests of the Parent and (y) the percentage of outstanding voting Equity Interests of the Parent so held by such Person or Persons is greater than the percentage of outstanding voting Equity Interests of the Parent beneficially owned, directly or indirectly, in the aggregate by the Permitted Holders, (vi) the replacement of a majority of the directors on the board of directors of the Parent over a two-year period from the directors who constituted the board of directors of the Parent at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the board of directors of the Parent then still in office who either were members of such board of directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved or (vii ) a “change of control” or similar event shall occur as provided in any outstanding Indebtedness (excluding Indebtedness with an aggregate principal amount of less than $20,000,000) of Parent or any of its Subsidiaries (or the documentation governing the same).

“ Chapter 11 Proceedings ” shall have the meaning provided in the Recitals.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect at the date of this Agreement and any subsequent provisions of the Code amendatory thereof, supplemental thereto or substituted therefor.

“ Collateral ” shall mean all Primary Collateral and Secondary Collateral.

“ Collateral Agent ” shall mean the Administrative Agent acting as mortgagee, security trustee or collateral agent for the Secured Creditors pursuant to the Security Documents.

“ Collateral and Guaranty Requirements ” shall mean with respect to each Collateral Vessel or each Credit Party, as the case may be, the requirement that:

(i) each Subsidiary defined as a Subsidiary Guarantor shall have duly authorized, executed and delivered to the Administrative Agent a reaffirmation of the Subsidiaries Guaranty, substantially in the form of Exhibit E (as modified, supplemented or amended from time to time, together with any Joinder Agreement, the “ Subsidiaries Guaranty ”), or a joinder thereto substantially in the form of Exhibit Q (as modified, supplemented or amended from time to time, the “ Joinder Agreement ”), and the Subsidiaries Guaranty shall be in full force and effect;

(ii) the Parent, the Borrower, Arlington and each Subsidiary Guarantor described in clause (x) of the definition thereof shall have (x) duly authorized, executed and delivered the Second Amended and Restated Pledge Agreement substantially in the form of Exhibit F-1 (as modified, supplemented or amended from time to time, the “ Pledge Agreement ”) or a joinder thereto, and shall have (A) delivered to the Collateral Agent, as pledgee, all the Pledged Securities referred to therein, together with executed and undated transfer powers, including, without limitation and to the extent applicable (within ten days after the Effective Date), a charge over shares of any Bermuda registered Subsidiary Guarantor taken by way of a Bermuda-law governed charge over shares, and (B) otherwise complied with all of the requirements set forth in the Pledge Agreement, and (y) duly authorized, executed and delivered any other related documentation necessary or advisable to perfect the Lien on the Pledge Agreement Collateral in the respective jurisdictions of formation of the respective Subsidiary Guarantor, Arlington, the Parent or the Borrower, as the case may be;

(iii) the Parent, GMSCII and each Subsidiary Guarantor described in clause (y) of the definition thereof shall have (x) duly authorized, executed and delivered the Amended and Restated Secondary Pledge Agreement substantially in the form of Exhibit F-2 (as modified, supplemented or amended from time to time, the “ Secondary Pledge Agreement ”) or a joinder thereto, and shall have (A) delivered to the Other Agent, as pledgee and bailee on behalf of the Secured Creditors in accordance with the Secondary Intercreditor Agreement, all the Pledged Securities referred to therein, together with executed and undated transfer powers, including, without limitation and to the extent applicable (within ten days after the Effective Date), a charge over shares of any Bermuda registered Subsidiary Guarantor taken by way of a Bermuda-law governed charge over shares, and (B) otherwise complied with all of the requirements set forth in the Secondary Pledge Agreement and (y) duly authorized, executed and delivered to the Other Agent any other related documentation necessary or advisable to perfect the Lien on the Secondary Pledge Agreement Collateral in the respective jurisdictions of formation of the Parent, the respective Subsidiary Guarantor or GMSCII, as the case may be;

(iv) the Parent, the Borrower, Arlington, GMSCII and any other Person that becomes a Credit Party at any time (other than a Credit Party that is a Subsidiary Guarantor)

shall have (x) duly authorized, executed and delivered the Pari Passu Pledge Agreement substantially in the form of Exhibit F-3 (as modified, supplemented or amended from time to time, the “ Pari Passu Pledge Agreement ”) or a joinder thereto, and shall have complied with all of the requirements set forth in the Pari Passu Pledge Agreement, and (y) duly authorized, executed and delivered any other related documentation necessary or advisable to perfect the Lien on the applicable Pledge Agreement Collateral in the respective jurisdictions of formation of Arlington, the Parent, the Borrower, GMSCII or such other Credit Party, as the case may be;

(v) the Parent, GMSCII, Arlington, the Borrower, each Subsidiary Guarantor that owns a Collateral Vessel, the Collateral Agent and Nordea (or such other deposit account bank as the Administrative Agent may agree in its sole discretion), as depositary bank, shall have duly executed and delivered a control agreement substantially in the form attached to the Pledge Agreement, the Secondary Pledge Agreement and/or the Pari Passu Pledge Agreement, as the case may be (or, in each case, such other form as may be reasonably acceptable to the Administrative Agent), with respect to any Concentration Account owned by the Parent, GMSCII, Arlington, the Borrower or such Subsidiary Guarantor (or, if a control agreement with respect to any such Concentration Account shall have been executed and delivered by the Parent, GMSCII, Arlington, the Borrower or any such Subsidiary Guarantor prior to the Restatement Effective Date, a reaffirmation of such control agreement); provided that, prior to the Discharge of the First-Priority Obligations (as defined in the Secondary Intercreditor Agreement) in full, no Subsidiary Guarantor that owns a Secondary Collateral Vessel shall be required to execute and deliver a control agreement to the Collateral Agent with respect to a Concentration Account as defined in the Secondary Pledge Agreement;

(vi) each Subsidiary Guarantor that owns a Primary Collateral Vessel shall (A) have duly authorized, executed and delivered reaffirmations of such Subsidiary Guarantor’s (x) Assignment of Earnings substantially in the form of Exhibit G-1 (as modified, supplemented or amended from time to time, the “ Assignment of Earnings ”) and (y) Assignment of Insurances substantially in the form of Exhibit H-1 (as modified, supplemented or amended from time to time, the “ Assignment of Insurances ”), together covering all of such Subsidiary Guarantor’s present and future Earnings and Insurance Collateral on such Primary Collateral Vessels, and (B) use its commercially reasonably efforts to obtain an Assignment of Charters substantially in the form of Exhibit B to the Assignment of Earnings (as modified, supplemented or amended from time to time, the “ Assignment of Charters ”) for any charter or similar contract that has as of the execution date of such charter or similar contract a remaining term of 12 months or greater (including any renewal or extension option) (or, if an Assignment of Charters with respect to any such Primary Collateral Vessel shall have been executed and delivered by any such Subsidiary Guarantor prior to the Restatement Effective Date, a reaffirmation of such Assignment of Charters), and shall use commercially reasonable efforts to provide appropriate notices and consents related thereto, together covering all of such Subsidiary Guarantor’s present and future Earnings and Insurance Collateral on such Primary Collateral Vessels, in each case together with:

Agreement, the Pari Passu Pledge Agreement, the Assignment of Earnings, Assignment of Charters and the Assignment of Insurances; and

(b) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any Credit Party as debtor and that are filed in Washington, D.C. and any other relevant jurisdiction, together with copies of such other financing statements (none of which shall cover the Collateral, other than as set forth in the Intercreditor Agreements, unless the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed for filing if required by applicable laws in respect thereof);

(vii) each Subsidiary Guarantor that owns a Secondary Collateral Vessel shall (A) have duly authorized, executed and delivered reaffirmations of such Subsidiary Guarantor’s (x) Assignment of Earnings substantially in the form of Exhibit G-2 (as modified, supplemented or amended from time to time, the “ Secondary Assignment of Earnings ”) and (y) Assignment of Insurances substantially in the form of Exhibit H-2 (as modified, supplemented or amended from time to time, the “ Secondary Assignment of Insurances ”), together covering all of such Subsidiary Guarantor’s present and future Secondary Earnings and Insurance Collateral on such Secondary Collateral Vessels, and (B) use its commercially reasonably efforts to obtain an Assignment of Charters substantially in the form of Exhibit B to the Secondary Assignment of Earnings (as modified, supplemented or amended from time to time, the “ Secondary Assignment of Charters ”) for any charter or similar contract that has as of the execution date of such charter or similar contract a remaining term of twelve months or greater (including any renewal or extension option) (or, if an Assignment of Charters with respect to any such Secondary Collateral Vessel shall have been executed and delivered by any such Subsidiary Guarantor prior to the Restatement Effective Date, a reaffirmation of such Assignment of Charters), and shall use commercially reasonable efforts to provide appropriate notices and consents related thereto, together covering all of such Subsidiary Guarantor’s present and future Secondary Earnings and Insurance Collateral on such Secondary Collateral Vessels, in each case together with:

(a) proper Financing Statements (Form UCC-1) or amendments thereto, as requested by the Administrative Agent, in form for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Secondary Pledge Agreement, the Secondary Assignment of Earnings, the Secondary Assignment of Charters and the Secondary Assignment of Insurances; and

required by local law) fully executed for filing if required by applicable laws in respect thereof);

(viii) each Subsidiary Guarantor that owns a Collateral Vessel shall have duly authorized, executed and delivered, and caused to be recorded in the appropriate Vessel registry (x) in the case of each Primary Collateral Vessel, a Collateral Vessel Mortgage (together with any amendments thereto as may be requested by the Collateral Agent on or prior to the Restatement Effective Date in form and substance satisfactory to the Collateral Agent and the Subsidiary Guarantor that owns such Primary Collateral Vessel) with respect to such Primary Collateral Vessel and such Collateral Vessel Mortgage shall be effective to create in favor of the Collateral Agent and/or the Lenders a legal, valid and enforceable first priority security interest, in and lien upon such Primary Collateral Vessel and (y) in the case of each Secondary Collateral Vessel, a Secondary Collateral Vessel Mortgage (together with any amendments thereto as may be requested by the Collateral Agent on or prior to the Restatement Effective Date in form and substance satisfactory to the Collateral Agent and the Subsidiary Guarantor that owns the relevant Secondary Collateral Vessel) with respect to such Secondary Collateral Vessel and such Secondary Collateral Vessel Mortgage shall be effective to create in favor of the Collateral Agent and/or the Lenders a legal, valid and enforceable second priority security interest, in and lien upon such Secondary Collateral Vessel, in each case subject only to Permitted Liens;

(ix) all filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Collateral Agent to perfect and preserve the security interests described in clauses (ii) through and including (vii) above shall have been duly effected and the Collateral Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Collateral Agent;

(x) the Administrative Agent shall have received each of the following:

(a) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of such Collateral Vessel by the relevant Subsidiary Guarantor;

(b) the results of maritime registry searches with respect to such Collateral Vessel, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted Liens;

(c) class certificates from a classification society listed on Schedule X or another classification society reasonably acceptable to the Administrative Agent, indicating that such Collateral Vessel meets the criteria specified in Section 7.24;

(d) certified copies of all agreements related to the technical and commercial management of each Collateral Vessel;

(e) certified copies of all ISM and ISPS Code documentation for each Collateral Vessel; and

(f) a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers reasonably acceptable to the Administrative Agent (it being understood that Leeds and Leeds, AON and Marsh are acceptable) with respect to the insurance maintained by the Credit Parties in respect of such Collateral Vessel, together with a certificate from such broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds for the protection of the Administrative Agent, the Collateral Agent and/or the Lenders as mortgagee, (ii) otherwise conform with the insurance requirements of each respective Collateral Vessel Mortgage or Secondary Collateral Vessel Mortgage, as applicable and (iii) comply with the Required Insurance;

(xi) the Administrative Agent shall have received from (a) special New York counsel to each of the Credit Parties (which shall be Kirkland & Ellis LLP or other counsel to each of the Credit Parties qualified in such jurisdiction and reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Effective Date covering the matters set forth in Exhibit C-1, (b) special New York maritime counsel to each of the Credit Parties (which shall be Constantine P. Georgiopoulos or other counsel to each of the Credit Parties qualified in such jurisdiction and reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Effective Date covering the matters set forth in Exhibit C-2, (c) special Marshall Islands counsel to each of the Credit Parties (which shall be Dennis J. Reeder, Esq. or other counsel to each of the Credit Parties qualified in such jurisdiction and reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Effective Date covering the matters set forth in Exhibit C-3, (d) special Liberian counsel to each of the Credit Parties (which shall be George E. Henries, Esq. or other counsel to each of the Credit Parties qualified in such jurisdiction and reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Effective Date covering the matters set forth in Exhibit C-4, (e) special Bermuda counsel to each of the Credit Parties (which shall be Conyers, Dill & Pearman Limited or other counsel to each of the Credit Parties qualified in such jurisdiction and reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Effective Date covering the matters set forth in Exhibit C-5 and (f) counsel to each of the Credit Parties in the jurisdiction of the flag of the Collateral Vessel, an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Effective Date covering such matters as shall be reasonably required by the Administrative Agent, in each case which shall (x) be in form and substance reasonably acceptable to the Administrative Agent and (y) cover the matters set forth in the relevant Exhibit, including the perfection of the security interests (other than those to be covered by opinions delivered pursuant to the other opinions above) granted pursuant to the Security Documents, and such other matters incidental to the transactions contemplated herein as the Administrative Agent may reasonably request;

(xii) (a) the Administrative Agent shall have received a certificate, dated the Restatement Effective Date and reasonably acceptable to the Administrative Agent, signed by the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Treasurer or an authorized manager, member or general partner of each Credit Party (other than any Credit Party that delivered such a certificate pursuant to the Original Credit Agreement), and attested to by the Secretary or any Assistant Secretary (or, to the extent such Credit Party does not have a Secretary or Assistant Secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, substantially in the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate authorizing the consummation of the Transaction; provided that such documents shall not be required to be delivered so long as such Credit Party certifies that there have been no changes made in the organizational documents delivered in connection with the Original Credit Agreement; and (b) the Administrative Agent shall have received copies of governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative Agent may have reasonably requested in connection therewith, such documents and papers, where appropriate, to be certified by proper corporate or governmental authorities; and

(xiii) the Parent shall have (x) duly authorized, executed and delivered to the Collateral Agent, as secured party on behalf of the Secured Creditors, a legal, valid and enforceable first priority security interest, in and Lien upon all its assets (to the extent not already subject to a security interest pursuant to any of clauses (ii) through (v) above and other than (1) its Equity Interests in 2014 Newbuilding Holdco, (2) its Equity Interests in Unique Tankers, (3) any assets owned by General Maritime Management related to the Unique Tankers Pool and (4) its Equity Interests in any Non-Recourse Subsidiary), in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (y) effected all filings, deliveries of instruments and other actions necessary or advisable in the reasonable opinion of the Administrative Agent to perfect and preserve each security interest described in this clause (xiii) in each relevant jurisdiction, as the case may be (including, without limitation, the delivery of customary lien searches, proper Financing Statements (Form UCC-1) in form for filing under the UCC or in other appropriate filing offices of each jurisdiction, Certificated Securities (as such term is defined in Section 8-102(A)(4) of the UCC), executed and undated transfer powers, legal opinions, board resolutions and officer’s certificates), in each case which shall be in form and substance reasonably satisfactory to the Administrative Agent.

“ Collateral Vessel ” shall mean each Primary Collateral Vessel and each Secondary Collateral Vessel; it being understood and agreed that any Vessel acquired in a Permitted New Vessel Acquisition shall not constitute a Collateral Vessel.

“ Collateral Vessel Mortgage ” shall mean, with respect to the Primary Collateral Vessels, a first priority statutory mortgage and deed of covenants supplemental thereto or a first

preferred mortgage in substantially the form of Exhibit I-1, Exhibit I-3 or Exhibit I-4, as applicable, or such other form as may be reasonably satisfactory to the Administrative Agent, as such first priority statutory mortgage and deed of covenants supplemental thereto or a first preferred mortgage may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“ Concentration Account ” shall have the meaning provided in the Pledge Agreement, the Secondary Pledge Agreement and/or the Pari Passu Pledge Agreement, as applicable.

“ Consolidated Cash Interest Expense ” shall mean, for any period, (i) the total consolidated interest expense paid or payable in cash of the Parent and its Subsidiaries (including, without limitation, to the extent included under GAAP, all commission, discounts and other commitment fees and charges ( e.g. , fees with respect to letters of credit, Interest Rate Protection Agreements and Other Hedging Agreements) for such period (calculated without regard to any limitations on payment thereof), adjusted to exclude (to the extent same would otherwise be included in the calculation above in this clause (i)), the amortization of any deferred financing costs for such period and any interest expense actually “paid in kind” or accreted during such period, plus (ii) without duplication, that portion of Capitalized Lease Obligations of the Parent and its Subsidiaries on a consolidated basis representing the interest factor for such period, minus (iii) cash interest income.

“ Consolidated EBITDA ” shall mean, for any period, Consolidated Net Income for such period adjusted by (A) adding thereto the following to the extent deducted in calculating such Consolidated Net Income: (i) consolidated interest expense and amortization of debt discount and commissions and other fees and charges associated with Indebtedness for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any extraordinary losses, expenses or charges for such period, (v) any non-cash management retention or incentive program payments for such period, (vi) non-cash restricted stock compensation, (vii) any non-cash charges or losses, including, without limitation, non-cash compensation expenses for such period, less any extraordinary gains for such period, (viii) any losses from the sales of any Vessels for such period, (ix) all costs and expenses incurred (a) prior to or within 180 days following the Restatement Effective Date and, in no event, later than December 31, 2012, in connection with the Transaction (including, without limitation, any payments of interest, fees and expenses made pursuant to, or in connection with, the DIP Credit Agreement and the Plan of Reorganization (in each case, including, but not limited to, fees to advisors, professionals, attorneys, the Administrative Agent, Lenders and Oaktree Capital Management L.P. and its Affiliates)) and (b) in connection with any equity issuances permitted hereunder so long as, notwithstanding anything set forth herein to the contrary, the Net Cash Proceeds of such equity issuances are applied to the prepayment of the Loans and such prepayments are applied to reduce the Scheduled Repayment due on the Maturity Date, (x) non-recurring costs, charges and expenses for severance and restructuring (including, without limitation, fees and expenses incurred in connection with the winding up of all of the Parent and its Subsidiaries’ activities and operations in Portugal and any one-time cash charges in connection with the closing of an office for such period), (xi) all non-recurring fees, costs and expenses related to any litigation or settlements, (xii) the amount of cost savings and expenses projected by the Borrower to be realized (including

synergies) as a result of, or as a result of actions taken, committed to be taken or planned to be taken within one year, pursuant to a binding written contract with a tangible and quantifiable cost savings (calculated on a pro forma basis as though such items had been realized on the first day of the period provided that all such adjustments pursuant to this clause (xii) shall not exceed (a) $10,000,000 in the aggregate in any four-quarter period and (b) $25,000,000 in the aggregate from the Restatement Effective Date to and including the Maturity Date, and (xiii) any fees, expenses or charges related to any equity offering, Investment or Indebtedness or amendments thereto permitted by this Agreement, whether or not consummated and (B) subtracting therefrom the following to the extent added in calculating such Consolidated Net Income: (i) any extraordinary gains for such period and (ii) any gains from the sales of any Vessels for such period. Unless otherwise agreed to by the Administrative Agent, for purposes of this definition of “Consolidated EBITDA,” “non-recurring” means any expense, loss or gain as of any date that (i) did not occur in the ordinary course of the Parent or its Subsidiaries’ business and (ii) is of a nature and type that has not occurred in the prior two years and is not reasonably expected to recur in the future.

“ Consolidated Net Income ” shall mean, for any period, the consolidated net after tax income of the Parent and its Subsidiaries determined in accordance with GAAP.

“ Consolidated Net Indebtedness ” shall mean, with respect to any Person, as at any relevant date, (x) the aggregate outstanding principal amount of the Loans under this Agreement and the loans under the Other Credit Agreement, plus (y) the aggregate outstanding principal amount of any other Indebtedness of the Parent or any of its Subsidiaries permitted pursuant to Sections 9.04(v) and 9.04(vi), less (z) an amount equal to the Unrestricted Cash and Cash Equivalents of the Parent and its Subsidiaries as at such date.

“ Contingent Obligation ” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided , however , that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business and any products warranties extended in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if the less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“ Credit Document Obligations ” shall have the meaning provided in the definition of “Obligations”.

“ Credit Documents ” shall mean this Agreement, each Note, each Security Document, the Subsidiaries Guaranty, each Intercreditor Agreement, each Joinder Agreement and, after the execution and delivery thereof, each additional guaranty or additional security document executed pursuant to Section 8.11.

“ Credit Party ” shall mean the Parent, the Borrower, GMSCII, Arlington, each Subsidiary Guarantor, and any other Subsidiary of the Parent which at any time executes and delivers any Credit Document (other than solely an acknowledgment of a pledge of such Person’s equity).

“ Default ” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“ Defaulting Lender ” shall mean any Lender with respect to which a Lender Default is in effect.

“ Deferred Amortization Amount ” shall mean $123,803,428.86.

“ DIP Credit Agreement ” shall mean the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of November 17, 2011 (as amended, modified and/or supplemented from time to time to, but not including the Restatement Effective Date), among the Borrower and GMSCII, as co-borrowers, the Parent, certain Subsidiaries of the Parent and the Borrowers party thereto as guarantors, the lenders party thereto and Nordea, as administrative agent and collateral agent.

“ Dividend ” shall mean, with respect to any Person, a dividend, distribution or return of any equity capital to its stockholders, partners or members, any other distribution, payment or delivery of property or cash to its stockholders, partners or members in their capacity as such (other than common stock, Qualified Preferred Stock and the right to purchase any of such stock of such Person), the redemption, retirement, purchase or acquisition, directly or indirectly, for a consideration of any shares of any class of its capital stock or any other Equity Interests outstanding on or after the Restatement Effective Date (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interests), or the setting aside of any funds for any of the foregoing purposes, or the granting of permission to any of its Subsidiaries to purchase or otherwise acquire for a consideration (other than common stock, Qualified Preferred Stock and the right to purchase any of such stock of such Person) any shares of any class of the capital stock or any other Equity Interests of such Person outstanding on or after the Restatement Effective Date (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interests) except for share repurchases resulting from the unwinding of any share sale requiring the repayment of any advances in connection with such sale as a result of any default on payment on the part of the ultimate purchaser of such shares. Without limiting the foregoing, “Dividends” with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock appreciation rights, equity incentive or achievement plans or any similar plans or setting aside of

any funds for the foregoing purposes. For the avoidance of doubt, any non-cash anti-dilution adjustments under the warrants listed on Schedule XIII shall not constitute a Dividend.

“ Documents ” shall mean the Credit Documents.

“ Dollars ” and the sign “ $ ” shall each mean lawful money of the United States.

“ Drawing ” has the meaning provided in Section 3.03(b).

“ Earnings and Insurance Collateral ” shall mean all “Earnings Collateral” and “Insurance Collateral”, as the case may be, as defined in the respective Assignment of Earnings and the respective Assignment of Insurances.

“ Effective Yield ” shall mean, as to any Loans, or other loans of any tranche, the effective yield on such loans as determined by the Administrative Agent, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all fees, including recurring, upfront or similar fees or original issue discount (amortized over the shorter of (x) the life of such loans and (y) the four years following the date of incurrence thereof) payable generally to Lenders making such loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders and customary consent fees paid generally to consenting Lenders. All such determinations made by the Administrative Agent shall, absent manifest error, be final, conclusive and binding on the Borrower and the Lenders and the Administrative Agent shall have no liability to any Person with respect to such determination absent gross negligence or willful misconduct.

“ Eligible Transferee ” shall mean and include a commercial bank, insurance company, financial institution, fund or other Person which regularly purchases interests in loans or extensions of credit of the types made pursuant to this Agreement, any other Person which would constitute a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act as in effect on the Restatement Effective Date or other “accredited investor” (as defined in Regulation D of the Securities Act); provided that none of the Borrower, the Guarantors nor any of their respective Affiliates shall be an Eligible Transferee at any time, except as provided for in Section 12.04(d).

“ Environmental Claims ” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims, liens, notices of noncompliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereafter, “ Claims ”), including, without limitation, (a) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief in connection with alleged injury or threat of injury to health, safety or the environment due to the presence of Hazardous Materials.

administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, to the extent binding on the Parent or any of its Subsidiaries, relating to the environment or to Hazardous Materials, including, without limitation, CERCLA; OPA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq. ; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq. ; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); any applicable state, foreign, international or local counterparts or equivalents thereof, in each case as amended from time to time; and any applicable rules, regulations or requirements of a classification society in respect of any Collateral Vessel.

“ Environmental Release ” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migration into the environment.

“ EPA Commitment Parties ” shall have the meaning given to that term in the definition of Navig8 Equity Purchase Agreement.

“ Equity Contribution Agreement ” shall mean the Equity Purchase Agreement, dated as of December 15, 2011 (as amended, restated, supplemented or otherwise modified from time to time through, but not including, the Restatement Effective Date), by and among the Parent, Oaktree Principal Fund V, L.P., Oaktree Principal Fund V (Parallel), L.P., Oaktree FF Investment Fund, L.P. - Class A, and OCM Asia Principal Opportunities Fund, L.P., which Equity Contribution Agreement (i) shall contain a minimum liquidity requirement with respect to the Parent and its Subsidiaries that is reasonably satisfactory to the Administrative Agent and (ii) shall not have been amended, restated, supplemented or otherwise modified in such a manner as is adverse to the interests of the Lenders.

“ Equity Conversion ” shall mean the conversion of all outstanding secured obligations under the Amended and Restated Credit Agreement, dated as of May 6, 2011, by and among the Borrower and GMSCII, as co-borrowers, the Parent and certain of their respective Subsidiaries, OCM Marine Investments CTB, Ltd., as initial lender, and OCM Administrative Agent, LLC, as administrative agent and collateral agent, into equity of the Parent pursuant to the Equity Contribution Agreement on the terms and in the amounts set forth in the Plan of Reorganization.

“ Equity Interests ” shall mean (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents of corporate stock and (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited).

contributed by the Parent to the Borrower to partially repay then outstanding Loans under and as defined in the Original Credit Agreement and (ii) $39,649,220 of which shall have been contributed by the Parent to GMSCII to partially repay then outstanding loans under the Original Other Credit Agreement, in each case on terms set forth in the Plan of Reorganization.

“ Equity Proceeds Amount ” shall mean, on any date, the amount of Net Cash Proceeds received by the Parent from the issuance of Equity Interests of the Parent after the Third Amendment Effective Date (which shall, for the avoidance of doubt, include the amount of the Navig8 Equity Purchase Agreement Proceeds and exclude the Equity Investment and the 2013 Equity Investment) less the cash amount expended by the Parent and its Subsidiaries to (i) make Investments pursuant to Section 9.05(vi), (ii) make any Capital Expenditures (other than maintenance Capital Expenditures), (iii) make any other cash expenditures not in the ordinary course of business (for the avoidance of doubt, funding operating losses, working capital and repayment of Indebtedness will be deemed to be expenditures in the ordinary course of business for this purpose), in each case without duplication and after the Third Amendment Effective Date, (iv) repay, prepay, redeem, purchase, defease or otherwise satisfy the Wells Fargo Indebtedness pursuant to Section 9.18(ii), (v) fund the purchase price corresponding to a Permitted New Vessel Acquisition pursuant to subclause (V) of the proviso to Section 9.07, (vi) prepay, redeem, purchase, defease or otherwise satisfy, or to pay cash interest in respect of the BlueMountain Parent Indebtedness pursuant to Section 9.19(iii), (vii) fund the 2014 Newbuilding Acquisition pursuant to Section 9.19(i), (viii) make any cash payments in connection with the Merger pursuant to Section 9.21(i) not funded by cash or Cash Equivalents of Navig8 and its Subsidiaries, (ix) fund deposits in connection with the acquisition of Vessels pursuant to Section 9.01(xxii), (x) make Investments in 2014 Newbuilding Holdco or any of its Subsidiaries pursuant to Section 9.19(v) and (xi) make Investments in the Merger Sub or any of its Subsidiaries pursuant to Section 9.21(ii).

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ ERISA Affiliate ” shall mean each person (as defined in Section 3(9) of ERISA) which together with the Parent or a Subsidiary of the Parent would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

the nearest 1/16 of 1%) of the rate quoted to the Administrative Agent by the Reference Banks for deposits of Dollars in an amount approximately equal to the amount in relation to which the Eurodollar Rate is to be determined for a period equivalent to such applicable Interest Period by prime banks in the London interbank Eurodollar market at or about 11:00 A.M. (London time) on the second Business Day before the first day of such period, in each case divided (and rounded upward to the nearest 1/16 of 1%) by (b) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided , further , that if any such rate is below zero, the Eurodollar Rate for such period will be deemed to be zero.

“ Event of Default ” shall have the meaning provided in Section 10.

“ Event of Loss ” shall mean any of the following events: (x) the actual or constructive total loss of a Collateral Vessel or the agreed or compromised total loss of a Collateral Vessel; or (y) the capture, condemnation, confiscation, requisition, purchase, seizure or forfeiture of, or any taking of title to, a Collateral Vessel. An Event of Loss shall be deemed to have occurred: (i) in the event of an actual loss of a Collateral Vessel, at the time and on the date of such loss or if that is not known at noon Greenwich Mean Time on the date which such Collateral Vessel was last heard from; (ii) in the event of damage which results in a constructive or compromised or arranged total loss of a Collateral Vessel, at the time and on the date of the event giving rise to such damage; or (iii) in the case of an event referred to in clause (y) above, at the time and on the date on which such event is expressed to take effect by the Person making the same. Notwithstanding the foregoing, if such Collateral Vessel shall have been returned to the Borrower or any Subsidiary Guarantor following any event referred to in clause (y) above prior to the date upon which payment is required to be made under Section 5.02(c) hereof, no Event of Loss shall be deemed to have occurred by reason of such event.

“ Excess Liquidity ” shall mean, for each Payment Date, the amount by which (a) the daily average for the 30 consecutive day period ending on such Payment Date of the amount by which the Unrestricted Cash and Cash Equivalents of the Parent and its Subsidiaries, other than Navig8 and its Subsidiaries (including any remaining Net Cash Proceeds from the 2013 Equity Investment not used on the Third Amendment Effective Date to make the Amendment Prepayment and the Other Credit Agreement Amendment Prepayment) exceeds (b) the sum of (x) the aggregate amount of (i) any Scheduled Repayment and any interest payment to be made under this Agreement and/or (ii) any scheduled amortization payment and any interest payment to be made under the Other Credit Agreement, in each case within three Business Days of such Payment Date, (y) the Equity Proceeds Amount, if any, and (z) $125,000,000.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

or therein, (ii) any branch profits taxes imposed by any jurisdiction in which the recipient Lender is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein, (iii) in the case of any Lender, any withholding tax that is imposed by the Marshall Islands on amounts payable to such Lender at the time such Lender becomes a party to this Agreement or designates a new lending office (except to the extent that, pursuant to Section 5.04, amounts with respect to such taxes were payable to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office) or is attributable to such Lender’s failure to comply with Section 5.04(b), and (iv) taxes imposed on any “withholdable payment” payable to a recipient Lender as a result of the failure of such recipient to satisfy the applicable requirements as set forth in FATCA).

“ Existing Indebtedness ” shall have the meaning provided in Section 7.20.

“ Existing Letter of Credit ” shall have the meaning provided in Section 3.01.

“ Existing Letter of Credit Back-Stop Arrangements ” shall have the meaning provided in Section 2.13(a)(i).

“ Existing Letter of Credit Exposure ” shall mean, at any time, the aggregate amount of all Existing Letter of Credit Outstandings at such time in respect of Existing Letters of Credit. The Existing Letter of Credit Exposure of any Lender at any time shall be its Percentage of the aggregate Existing Letter of Credit Exposure at such time.

“ Existing Letter of Credit Fee ” shall have the meaning provided in Section 4.01(b).

“ Existing Letter of Credit Outstandings ” shall mean, at any time, the sum of (i) the aggregate Stated Amount of all outstanding Existing Letters of Credit and (ii) the amount of all Unpaid Drawings.

“ Facing Fee ” shall have the meaning provided in Section 4.01(c).

“ Fair Market Value ” of any Collateral Vessel at any time shall mean the average of the fair market value of such Collateral Vessel on the basis of an individual charter-free arm’s-length transaction between a willing and able buyer and seller not under duress as set forth in the appraisals of at least two Approved Appraisers most recently delivered to, or obtained by, the Administrative Agent prior to such time pursuant to Section 8.01(d).

“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:00 A.M. (New York time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.

“ Final DIP/Cash Collateral Order ” shall mean that certain Final Order, which was entered by the Bankruptcy Court on December 15, 2011 in respect of the Chapter 11 Proceeding pursuant to Section 361, 363 and 364 of the Bankruptcy Code and Rule 4001 of the Federal Rules of Bankruptcy Procedure authorizing the debtors named therein to (I) use cash collateral of the Prepetition Secured Parties (as defined therein), (II) obtain secured superpriority post-petition financing and (III) provide adequate protection to the Prepetition Secured Parties.

“ Financed Purchase Price ” shall have the meaning provided in Section 9.07.

“ Financial Covenants ” shall mean the covenants set forth in Sections 9.08 through 9.10, inclusive.

“ First Amendment ” shall mean the Omnibus First Amendment, dated as of December 21, 2012.

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

“ Flag Jurisdiction Transfer ” shall mean the transfer of the registration and flag of a Collateral Vessel from one Acceptable Flag Jurisdiction to another Acceptable Flag Jurisdiction, provided that the following conditions are satisfied with respect to such transfer:

(i) On each Flag Jurisdiction Transfer Date, the Credit Party which is consummating a Flag Jurisdiction Transfer on such date shall have duly authorized, executed and delivered, and caused to be recorded in the appropriate Collateral Vessel registry a Collateral Vessel Mortgage or Secondary Collateral Vessel Mortgage, as applicable, substantially in the form of Exhibit I (with such modifications as are required by or appropriate for the applicable Acceptable Flag Jurisdiction of the Collateral Vessel), with respect to the Collateral Vessel being transferred (the “ Transferred Vessel ”) and (x) in the case of the Primary Collateral Vessels, the Collateral Vessel Mortgage shall be effective to create in favor of the Collateral Agent and/or the Lenders a legal, valid and enforceable first priority security interest, in and lien upon such Transferred Vessel, and (y) in the case of the Secondary Collateral Vessels, the Secondary Collateral Vessel Mortgage shall be effective to create in favor of the Collateral Agent and/or the Lenders a legal, valid and enforceable second priority security interest in, and lien upon, such Transferred Vessel, in each case subject only to Permitted Liens. All filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Collateral Agent to perfect and preserve such security interests shall have been duly effected and the Collateral Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Collateral Agent.

(ii) On each Flag Jurisdiction Transfer Date, the Administrative Agent shall have received from (A) Constantine P. Georgiopoulos, special New York maritime

counsel to the Credit Parties (or other counsel to such Credit Parties reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated such Flag Jurisdiction Transfer Date, which shall (x) be in form and substance reasonably acceptable to the Administrative Agent and (y) cover the recordation of the security interests granted pursuant to the Collateral Vessel Mortgage(s) or the Secondary Collateral Vessel Mortgage(s), as applicable, to be delivered on such date and such other matters incident thereto as the Administrative Agent may reasonably request and (B) local counsel to the Credit Parties consummating the relevant Flag Jurisdiction Transfer reasonably satisfactory to the Administrative Agent practicing in those jurisdictions in which the Transferred Vessel is registered and/or the Credit Party owning such Transferred Vessel is organized, which opinions shall be addressed to the Administrative Agent and each of the Lenders and dated such Flag Jurisdiction Transfer Date, which shall (x) be in form and substance reasonably acceptable to the Administrative Agent and (y) cover the perfection of the security interests granted pursuant to the Collateral Vessel Mortgage(s) or the Secondary Collateral Vessel Mortgage(s), as applicable, and such other matters incident thereto as the Administrative Agent may reasonably request.

(iii) On each Flag Jurisdiction Transfer Date:

(A) The Administrative Agent shall have received (x) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of the Transferred Vessel transferred on such date by the relevant Subsidiary Guarantor and (y) the results of maritime registry searches with respect to the Transferred Vessel transferred on such date, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted Liens.

(B) The Administrative Agent shall have received a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers reasonably acceptable to the Administrative Agent with respect to the insurance maintained by the Credit Party in respect of the Transferred Vessel transferred on such date, together with a certificate from such broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds for the protection of the Administrative Agent and/or the Lenders as mortgagee and (ii) conform with the insurance requirements of the respective Collateral Vessel Mortgage or Secondary Collateral Vessel Mortgage, as applicable.

in connection with the Flag Jurisdiction Transfer being consummated on such date and otherwise referred to herein shall have been obtained and remain in effect, (B) there exists no judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon such Flag Jurisdiction Transfer or the other transactions contemplated by this Agreement and (C) copies of resolutions approving the Flag Jurisdiction Transfer of such Credit Party and any other matters the Administrative Agent may reasonably request.

“ Flag Jurisdiction Transfer Date ” shall mean the date on which a Flag Jurisdiction Transfer occurs.

“ Foreign Pension Plan ” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by the Parent or any one or more of its Subsidiaries primarily for the benefit of employees of the Parent or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“ Fourth Amendment ” shall mean the Fourth Amendment, dated as of May 7, 2014.

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

“ GAAP ” shall have the meaning provided in Section 12.07(a).

“ General Maritime Management ” shall mean General Maritime Management, LLC, a Marshall Islands limited liability company, a wholly-owned direct Subsidiary of the Parent.

“ GMSCII ” shall have the meaning provided in the first paragraph of this Agreement.

“ Guaranteed Creditors ” shall mean and include each of the Lender Creditors and each of the Swap Creditors.

“ Guarantors ” shall mean the Parent, GMSCII, Arlington and each Subsidiary Guarantor.

“ Guaranty ” shall mean, collectively, the Holdings Guaranty and the Subsidiaries Guaranty.

materials,” “extremely hazardous substances,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority under Environmental Laws because of its dangerous or deleterious properties or characteristics.

“ Holdings Guaranty ” shall mean the guaranty of the Parent, Arlington and GMSCII pursuant to Section 13.

“ Indebtedness ” shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services, (ii) the maximum amount available to be drawn under all letters of credit issued for the account of such Person and all unpaid drawings in respect of such letters of credit, (iii) all Indebtedness of the types described in clause (i), (ii), (iv), (v), (vi), (vii) or (viii) of this definition secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person (to the extent of the value of the respective property), (iv) the aggregate amount required to be capitalized under leases under which such Person is the lessee, (v) all obligations of such person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e. , take-or-pay and similar obligations, (vi) all Contingent Obligations of such Person, (vii) all obligations under any Interest Rate Protection Agreement or Other Hedging Agreement or under any similar type of agreement and (viii) the maximum amount available to be drawn under all Existing Letters of Credit issued for the account of such Person and all Unpaid Drawings in respect of such Existing Letters of Credit; provided that Indebtedness shall in any event not include trade payables and expenses accrued in the ordinary course of business.

“ Individual Exposure ” of any Lender shall mean, at any time, the sum of (a) the aggregate principal amount of all Loans made by such Lender and then outstanding and (b) such Lender’s Percentage in the aggregate amount of all Existing Letter of Credit Outstandings at such time.

“ Initial Phase of the 2014 Newbuilding Acquisition ” shall have the meaning provided in the definition of 2014 Newbuilding Acquisition.

“ Intercreditor Agreements ” shall mean the Primary Intercreditor Agreement and the Secondary Intercreditor Agreement.

“ Interest Determination Date ” shall mean, with respect to any Loan, the second Business Day prior to the commencement of any Interest Period relating to such Loan.

“ Interest Expense Coverage Ratio ” shall mean, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Cash Interest Expense for such period.

“ Interest Period ” shall have the meaning provided in Section 2.08.

“ Interest Rate Protection Agreement ” shall mean any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement, interest rate floor agreement or other similar agreement or arrangement.

“ Investments ” shall have the meaning provided in Section 9.05.

“ Issuing Lender ” shall have the meaning provided in Section 3.01.

“ Joinder Agreement ” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.

“ Joint Book Runners ” shall mean Nordea and DNB Bank ASA.

“ Judgment Currency ” shall have the meaning provided in Section 13.09(a).

“ Judgment Currency Conversion Date ” shall have the meaning provided in Section 13.09(a).

“ Leaseholds ” of any Person shall mean all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

“ Lender ” shall mean each financial institution listed on Schedule I , as well as any Person which becomes a “ Lender ” hereunder pursuant to 12.04(b).

“ Lender Creditors ” shall mean the Lenders, the Issuing Lender, the Collateral Agent and the Administrative Agent.

“ Lender Default ” shall mean, as to any Lender, (i) the wrongful refusal (which has not been retracted) of such Lender or the failure of such Lender (which has not been cured) to make available its portion of any Borrowing or to fund its portion of any unreimbursed payment with respect to an Existing Letter of Credit, (ii) such Lender having been deemed insolvent or having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority, or (iii) such Lender having notified the Administrative Agent, any Issuing Lender and/or any Credit Party (x) that it does not intend to comply with its obligations under Sections 2.01 or Section 3, as the case may be, in circumstances where such non-compliance would constitute a breach of such Lender’s obligations under the respective Section or (y) of the events described in preceding clause (ii); provided that, for purposes of (and only for purposes of) Sections 2.12 (with respect to clause (i) below) and 2.13 and any documentation entered into pursuant to the Existing Letter of Credit Back-Stop Arrangements (and the term “Defaulting Lender” as used therein), the term “Lender Default” shall also include, as to any Lender, (i) any Affiliate of such Lender that has “control” (within the meaning provided in the definition of “Affiliate”) of such Lender having been deemed insolvent or having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority, (ii) any previously cured “Lender Default” of such Lender under this Agreement, unless such Lender Default has ceased to exist for a period of at least 90 consecutive days, (iii) any default by such Lender with respect to its funding obligations under any other credit facility to which it is a party and which any Issuing Lender or the Administrative Agent reasonably believes in good faith has

occurred and is continuing, and (iv) the failure of such Lender to make available its portion of any Borrowing or to fund its portion of any unreimbursed payment with respect to an Existing Letter of Credit pursuant to Section 3.02(c) within one (1) Business Day of the date (x) the Administrative Agent (in its capacity as a Lender) or (y) Lenders constituting the Required Lenders with Loans has or have, as applicable, funded its or their portion thereof.

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

“ Loan ” shall mean each Tranche A Loan and each Tranche B Loan.

“ Loan to Value Ratio ” shall mean, at any date of determination, the ratio of Consolidated Net Indebtedness of the Parent and its Subsidiaries under this Agreement and the Other Credit Agreement on such date to the aggregate Fair Market Value of all Collateral Vessels owned by the Credit Parties on such date.

“ March 2014 Equity Issuance ” shall mean the issuance by the Parent of its Equity Interests in March 21, 2014 pursuant to which the Parent received net cash proceeds of $166,500,011.55.

“ Margin Regulations ” shall mean the provisions of Regulations T, U and X of the Board of Governors of the Federal Reserve System.

“ Margin Stock ” shall have the meaning provided in Regulation U.

“ Market Disruption Event ” shall mean with respect to any Loans:

(i) if, at or about noon on the Interest Determination Date for the relevant Interest Period, the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Administrative Agent to determine the Eurodollar Rate for the relevant Interest Period; or

(ii) before close of business in New York on the Interest Determination Date for the relevant Interest Period, the Administrative Agent receives notice from a Lender or Lenders the sum of whose outstanding Loans in the aggregate exceed 50% of the Loans that (i) the cost to such Lenders of obtaining matching deposits in the London interbank Eurodollar market for the relevant Interest Period would be in excess of the Eurodollar Rate for such Interest Period or (ii) such Lenders are unable to obtain funding in the London interbank Eurodollar market.

whole, or (z) the Parent and its Subsidiaries taken as a whole, (ii) the rights and remedies of the Lenders or the Administrative Agent or (iii) the ability of the Borrower or the Borrower and its Subsidiaries, taken as a whole, to perform its or their Obligations.

“ Maturity Date ” shall mean May 17, 2017.

“ Merger ” shall mean the merger of Merger Sub with and into Navig8 pursuant to and in accordance with the terms of the Merger Agreement.

“ Merger Agreement ” shall mean the Agreement and Plan of Merger, dated as of February 24, 2015 by and among the Parent, Merger Sub, Navig8 and Shareholder Representative Services LLC and OCM Marine Holdings TP, L.P., as the Equityholders’ Representatives relating to the Merger and annexed as Exhibit A hereto (as in effect on the Sixth Amendment Effective Date, without giving effect to any amendment, modification or waiver therefrom).

“ Merger Effective Time ” shall have the meaning given to the term “Effective Time” in the Merger Agreement.

“ Merger Sub ” shall mean Gener8 Maritime Acquisition, Inc.

“ Minimum Borrowing Amount ” shall mean $1,000,000.

“ Minotaur ” shall mean the Liberian flag vessel GENMAR MINOTAUR, Official Number 9083316.

“ Moody’s ” shall mean Moody’s Investors Service, Inc. and its successors.

“ Multiemployer Plan ” shall mean a Plan which is defined in Section 3(37) of ERISA.

“ Navig8 ” shall mean Navig8 Crude Tankers, Inc., a corporation incorporated under the laws of the Marshall Islands.

“ Navig8 Equity Purchase Agreement ” shall mean the equity purchase agreement dated as of February 24, 2015 by and between the Parent, Navig8 and each of the parties set forth in Schedule 1 thereto as commitment parties (the “ EPA Commitment Parties ”) pursuant to which the EPA Commitment Parties have committed to purchase common Equity Interests of the Parent in an aggregate amount up to $125,000,000 (as in effect on the Sixth Amendment Effective Date, without giving effect to any amendment, modification or waiver therefrom other than any amendment or modification reflecting a change in the identity of the EPA Commitment Parties and the amount of their commitments so long as the aggregate amount of all commitments is no less than $125,000,000).

“ Navig8 Equity Purchase Agreement Proceeds ” shall mean the Net Cash Proceeds received by the Parent from the sale of common Equity Interests of the Parent to the EPA Commitment Parties pursuant to and in accordance with the terms of the Navig8 Equity Purchase Agreement.

“ Navig8 Group ” shall mean Navig8 Ltd. and its affiliates.

“ Net Cash Proceeds ” shall mean, (x) with respect to any Collateral Disposition, the aggregate cash payments (including any cash received by way of deferred payment pursuant to a note receivable issued in connection with such Collateral Disposition, other than the portion of such deferred payment constituting interest, but only as and when received) received by the Parent or the Borrower or any of their respective Subsidiaries from such Collateral Disposition net of (i) reasonable transaction costs (including, without limitation, reasonable attorney’s fees) and sales commissions and (ii) the estimated marginal increase in income taxes and any stamp tax payable by the Parent, the Borrower or any of its Subsidiaries as a result of such Collateral Disposition and (y) with respect to the issuance of any Equity Interests, the aggregate cash proceeds received by the Parent from such equity issuance net of reasonable transaction costs related thereto (including, without limitation, reasonable attorney’s fees).

“ Non-Defaulting Lender ” shall mean and include each Lender other than a Defaulting Lender.

“ Non-Recourse Indebtedness ” shall mean any Indebtedness of a Non-Recourse Subsidiary that is non-recourse to any Credit Party and for which no Credit Party provides any credit support; provided such Indebtedness may be full recourse to the Non-Recourse Subsidiary.

“ Non-Recourse Subsidiary ” shall mean (x) any Subsidiary listed on Schedule XVI hereto and (y) any Subsidiary that is not a Credit Party and is identified by the Parent in writing to the Administrative Agent after the Restatement Effective Date to be a “Non-Recourse Subsidiary”; provided that (i) neither the Parent nor any Subsidiary of the Parent (other than a Non-Recourse Subsidiary) shall have any liability or recourse with respect to any Non-Recourse Indebtedness of such Non-Recourse Subsidiary, (ii) any such designation of a Subsidiary as a “Non-Recourse Subsidiary” shall be deemed to be a permanent “Investment” in such Subsidiary in an amount (proportionate to the Parent’s Equity Interest (directly or through a Subsidiary thereof) in such Subsidiary) equal to the fair market value of the net assets of such Subsidiary at the time such Subsidiary is designated a Non-Recourse Subsidiary and (iii) for the avoidance of doubt, Investments in Non-Recourse Subsidiaries may only be made pursuant to Section 9.05(vi).

“ Note ” shall have the meaning provided in Section 2.05(a).

“ Notice of Interest Period Election ” shall have the meaning provided in Section 2.08(a).

“ Notice Office ” shall mean the office of the Administrative Agent located at 437 Madison Avenue, 21 st Floor, New York, NY 10022, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“ Obligation Currency ” shall have the meaning provided in Section 13.09(a).

“ Obligations ” shall mean (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of (x) the principal of, premium, if any, and interest on the Notes issued by, and the Tranche A Loans made to, the Borrower under this

Agreement, (y) the principal of, premium, if any, and interest on the Notes issued by (if any), and the Tranche B Loans made to, the Borrower under this Agreement, and (z) all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness owing by the Borrower to the Lender Creditors (in the capacities referred to in the definition of Lender Creditors) under this Agreement and each other Credit Document to which the Borrower is a party (including, without limitation, indemnities, fees and interest thereon (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in this Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with this Agreement and any such other Credit Document and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations being herein collectively called the “ Credit Document Obligations ”) and (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Interest Rate Protection Agreements or Other Hedging Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the Borrower to any Swap Creditor under any Interest Rate Protection Agreement set forth on Schedule V or any Other Hedging Agreement set forth on Schedule V in respect of the Borrower’s obligations with respect to the Loans (as defined in the Original Credit Agreement) of such Swap Creditor entered into prior to the Restatement Effective Date and secured by the Collateral (as defined in the Original Credit Agreement), whether now in existence or hereafter arising, and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement and Other Hedging Agreement to which it is a party (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “ Swap Obligations ”).

“ OPA ” shall mean the Oil Pollution Act of 1990, as amended, 33 U.S.C. § 2701 et seq.

“ Original Credit Agreement ” shall have the meaning provided in the Recitals.

“ Original Effective Date ” shall mean October 20, 2008.

“ Original Other Credit Agreement ” shall have the meaning provided in the Recitals.

“ Other Agent ” shall have the meaning provided in the Recitals hereto.

“ Other Credit Agreement ” shall have the meaning provided in the Recitals hereto.

“ Other Credit Agreement Amendment Prepayment ” shall have the meaning provided in the Third Amendment.

“ Other Credit Documents ” shall mean the “Credit Documents” under and as defined in the Other Credit Agreement.

“ Other Hedging Agreement ” shall mean any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency or commodity values.

“ Parent ” shall mean (a) at any time prior to the Merger Effective Time, General Maritime Corporation and (b) at any time after the Merger Effective Time, Gener8 Maritime, Inc. (it being understood and agreed that Gener8 Maritime, Inc. is a successor-by-name-change to General Maritime Corporation).

“ Pari Passu Pledge Agreement ” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements.”

“ Participant ” shall have the meaning provided in Section 3.02(a).

“ Participant Register ” shall have the meaning provided in Section 12.16.

“ PATRIOT Act ” shall have the meaning provided in Section 12.20.

“ Payment Date ” shall mean the last Business Day of each March, June, September and December.

“ Payment Office ” shall mean the office of the Administrative Agent located at 437 Madison Avenue, 21 st Floor, New York, NY 10022, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“ Percentage ” of any Lender at any time shall mean a fraction (expressed as a percentage) the numerator of which is the outstanding Tranche A Loans of such Lender at such time and the denominator of which is the aggregate amount of outstanding Tranche A Loans of all Lenders at such time.

“ Permitted 2014 Newbuilding Indebtedness ” shall mean Indebtedness of the Parent, the 2014 Newbuilding Holdco, and the 2014 Newbuilding Subsidiaries incurred to finance the payments due under the 2014 Newbuilding Contracts on or after the respective delivery date for the relevant 2014 Newbuilding Vessel; provided that:

(v) the aggregate principal amount of such Indebtedness does not exceed at any time:

(i) the greater of (A) $52,500,000 and (B) 60% of the Fair Market Value of the 2014 Newbuilding Vessels which have been delivered to the 2014 Newbuilding Subsidiaries at that time, and

(ii) when added to the then outstanding principal amount of the BlueMountain Parent Indebtedness other than the amount of any interest accrued after the incurrence thereof and capitalized or paid in kind in accordance with the terms thereof, 75% of the lesser of (A) the pro forma acquisition price of the 2014 Newbuilding Vessels which have been delivered to the 2014 Newbuilding Subsidiaries at that time and (B) the Fair Market Value of the 2014 Newbuilding Vessels which have been delivered to the 2014 Newbuilding Subsidiaries at that time;

(w) such Indebtedness is secured only by the assets of the 2014 Newbuilding Holdco and the 2014 Newbuilding Subsidiaries and is not guaranteed by any Subsidiary of the Parent other than the 2014 Newbuilding Holdco and the 2014 Newbuilding Subsidiaries;

(x) the amortization of such Indebtedness shall be no greater than a straight line amortization reducing such Indebtedness to $0 upon the corresponding Vessel becoming 15 years old,;

(y) such Indebtedness shall have no scheduled amortization (other than that permitted under clause (x) above), mandatory redemption or prepayment prior to the final maturity thereof (other than any prepayment required (i) from the net cash proceeds from the sale, disposition or event of loss of any Equity Interests of 2014 Newbuilding Holdco, or any assets of 2014 Newbuilding Holdco and/or the 2014 Newbuilding Subsidiaries and/or (ii) upon a change of control (as defined in the documentation governing such Indebtedness) or acceleration of such Indebtedness following an event of default thereunder); and

(z) such Indebtedness shall have a final maturity date of no earlier than May 17, 2018.

“ Permitted Encumbrance ” shall mean easements, rights-of-way, restrictions, encroachments, exceptions to title and other similar charges or encumbrances on any Collateral Vessel or any other property of the Parent or any of its Subsidiaries arising in the ordinary course of business which do not materially detract from the value of such Collateral Vessel or the property subject thereto.

“ Permitted Holders ” shall mean funds or segregated accounts managed by Oaktree Capital Management, L.P. and any corporation or other entity directly or indirectly controlled or managed by Oaktree Capital Management, L.P. or its managed funds.

“ Permitted Liens ” shall have the meaning provided in Section 9.01.

“ Permitted New Vessel Acquisition ” shall have the meaning provided in Section 9.07.

“ Permitted Sale ” shall mean the sale of the Agamemnon; provided that (i) 100% of the consideration in respect of such sale shall consist of cash in an amount resulting in Net Cash Proceeds of not less than $$7,275,000 and (ii) such Net Cash Proceeds shall be delivered to

the Administrative Agent on or before October 31, 2013 and applied in accordance with Section 5.02(c) of this Agreement.

“ Person ” shall mean any individual, partnership, joint venture, firm, corporation, association, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

“ Plan ” shall mean any pension plan as defined in Section 3(2) of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) the Parent or a Subsidiary of the Parent or any ERISA Affiliate, and each such plan for the five-year period immediately following the latest date on which the Parent, or a Subsidiary of the Parent or any ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

“ Plan of Reorganization ” shall have the meaning provided in the Recitals.

“ Pledge Agreement ” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements.”

“ Pledge Agreement Collateral ” shall mean all “Collateral” as defined in the Pledge Agreement.

“ Pledged Securities ” shall mean “Securities” as defined in the Pledge Agreement and/or the Secondary Pledge Agreement, as the case may be, pledged (or required to be pledged) pursuant thereto.

“ Primary Collateral ” shall mean all property (whether real or personal) with respect to which any security interests have been granted (or purported to be granted) pursuant to any Primary Security Document, including, without limitation, all Pledge Agreement Collateral, all Earnings and Insurance Collateral, all Primary Collateral Vessels and all cash and Cash Equivalents at any time delivered as collateral thereunder or hereunder.

“ Primary Collateral Vessel ” shall mean, at any time, each of the Vessels listed in rows 8 through and including 30 on Schedule III , which is subject to a Collateral Vessel Mortgage at such time and with respect to which the other Collateral and Guaranty Requirements are satisfied at such time.

“ Primary Intercreditor Agreement ” shall mean the Amended and Restated Intercreditor Agreement, dated as of May 17, 2012, by and among the Parent, Arlington, the Borrower, as borrower under this Agreement, GMSCII, as borrower under the Other Credit Agreement, the Administrative Agent (for and on behalf of the Secured Creditors), each Subsidiary Guarantor, the Collateral Agent, and the Other Agent (for and on behalf of the Secured Creditors under and as defined in the Other Credit Agreement), which Primary Intercreditor Agreement (i) shall be substantially in the form of Exhibit P-1 (as amended, modified and/or otherwise supplemented from time to time) and (ii) shall set forth the priority of the security interests in the Primary Collateral.

“ Primary Security Documents ” shall mean the Pledge Agreement, the Pari Passu Pledge Agreement, each Assignment of Charter, each Assignment of Earnings, each Assignment

of Insurances, each Collateral Vessel Mortgage and, after the execution and delivery thereof, each additional first-lien security document executed pursuant to Section 7.11; provided that cash collateral or other agreements entered into pursuant to the Existing Letter of Credit Back-Stop Arrangements shall constitute “Security Documents” solely for purposes of (x) Sections 9.01(v) and 11 and (y) the term “Credit Documents” as used in Sections 9.04(i) and 11.

“ Prime Rate ” shall mean the rate which the Administrative Agent announces from time to time as its prime lending rate, the Prime Rate to change when and as such prime lending rate changes. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“ Projections ” shall mean the Parent’s forecasted consolidated and consolidating: (a) balance sheets; (b) profit and loss statements; (c) cash flow statements and (d) capitalization statements, all prepared on a Subsidiary by Subsidiary basis and based upon good faith estimates and assumptions believed by the Parent to be reasonable at the time made, together with appropriate supporting details and a statement of underlying assumptions.

“ Qualified Preferred Stock ” shall mean any preferred stock so long as the terms of any such preferred stock (i) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision occurring prior to one year after the Maturity Date, (ii) do not require the cash payment of dividends and (iii) any other preferred stock that satisfies (i) of this definition of Qualified Preferred Stock and that is otherwise issuable or may be distributed pursuant to a shareholders’ rights plan of the Parent; provided , however , any Dividend or similar feature of such Qualified Preferred Stock shall only be declared and paid in accordance with Section 9.03.

“ Qualifying IPO ” shall mean the issuance by the Parent or any direct or indirect parent of the Parent of its Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) after the Restatement Effective Date pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering) and such issuance results in Net Cash Proceeds received by the Parent of at least $75,000,000.

“ Real Property ” of any Person shall mean all the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

“ Reference Banks ” shall mean, at any time, (i) if there are less than two Lenders at such time, each Lender and (ii) if there are three or more Lenders at such time, the Administrative Agent and two other Lenders as shall be determined by the Administrative Agent.

“ Refinanced Loans ” shall have the meaning provided in Section 12.12(c).

“ Register ” shall have the meaning provided in Section 12.16.

“ Regulation D ” shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“ Regulation T ” shall mean Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“ Regulation U ” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“ Regulation X ” shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“ Replaced Lender ” shall have the meaning provided in Section 2.12(a).

“ Replacement Lender ” shall have the meaning provided in Section 2.12(a).

“ Replacement Loan ” shall have the meaning provided in Section 12.12(c).

“ Reportable Event ” shall mean an event described in Section 4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA other than those events as to which the 30-day notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

“ Required Insurance ” shall have the meaning provided in Section 7.21.

“ Required Lenders ” shall mean, at any time, (x) prior to the repayment in full of the Tranche A Loans, Non-Defaulting Lenders the sum of whose outstanding Tranche A Loans at such time represents an amount greater than 66-2/3% of the sum of (i) all outstanding Tranche A Loans of Non-Defaulting Lenders and (ii) the Existing Letter of Credit Outstandings of Non-Defaulting Lenders, in each case at such time and (y) thereafter, Non-Defaulting Lenders the sum of whose outstanding Tranche B Loans at such time represents an amount greater than 66-2/3% of the sum of all outstanding Tranche B Loans of Non-Defaulting Lenders.

“ Restatement Effective Date ” shall have the meaning provided in Section 12.10.

“ Returns ” shall have the meaning provided in Section 7.09.

“ Revolving Loans ” shall mean the “Revolving Loans” as defined in the Original Credit Agreement.

“ S&P ” shall mean Standard & Poor’s Financial Services LLC, and its successors.

“ Sale Vessels ” shall mean the Genmar Minotaur and the Genmar Hope.

“ Scheduled Repayment ” shall have the meaning provided in Section 5.02(b).

“ Screen Rate ” shall have the meaning provided in the definition of Eurodollar Rate.

“ Second Amendment ” shall mean the Second Amendment to Third Amended and Restated Credit Agreement, dated as of October 2, 2013.

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

“ Secondary Assignment of Charters ” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.

“ Secondary Assignment of Earnings ” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.

“ Secondary Assignment of Insurances ” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.

“ Secondary Collateral ” shall mean all property (whether real or personal) with respect to which any security interests have been granted (or purported to be granted) pursuant to any Secondary Security Document, including, without limitation, all Secondary Pledge Agreement Collateral, all Secondary Earnings and Insurance Collateral, all Secondary Collateral Vessels and all cash and Cash Equivalents at any time delivered as collateral thereunder or under the Other Credit Agreement.

“ Secondary Collateral Vessel ” shall mean, at any time, each of the Vessels listed in rows 1 through and including 7 on Schedule III , which is subject to a Secondary Collateral Vessel Mortgage at such time and with respect to which the other Collateral and Guaranty Requirements are satisfied at such time.

“ Secondary Collateral Vessel Mortgage ” shall mean, with respect to the Secondary Collateral Vessels, a second preferred mortgage in substantially the form of Exhibit I-2 or such other form as may be reasonably satisfactory to the Administrative Agent, as such second preferred mortgage may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“ Secondary Earnings and Insurance Collateral ” shall mean all “Earnings Collateral” and “Insurance Collateral”, as the case may be, as defined in the respective Secondary Assignment of Earnings and the respective Secondary Assignment of Insurances.

“ Secondary Intercreditor Agreement ” shall mean the Amended and Restated Intercreditor Agreement, dated as of May 17, 2012, by and among the Parent, Arlington, the Borrower, as borrower under this Agreement, GMSCII, as borrower under the Other Credit Agreement, the Administrative Agent (for and on behalf of the Secured Creditors), each Subsidiary Guarantor, the Collateral Agent, and the Other Agent (for and on behalf of the Secured Creditors under and as defined in the Other Credit Agreement), which Secondary Intercreditor Agreement (i) shall be substantially in the form of Exhibit P-2 (as amended,

modified and/or otherwise supplemented from time to time) and (ii) shall set forth the priority of the security interests in the Secondary Collateral.

“ Secondary Pledge Agreement ” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements.”

“ Secondary Pledge Agreement Collateral ” shall mean all “Collateral” as defined in the Secondary Pledge Agreement.

“ Secondary Security Documents ” shall mean the Secondary Pledge Agreement, each Secondary Assignment of Charter, each Secondary Assignment of Earnings, each Secondary Assignment of Insurances, each Secondary Collateral Vessel Mortgage and, after the execution and delivery thereof, each additional Secondary Security Document executed pursuant to Section 7.11.

“ Secured Creditors ” shall mean the “Secured Creditors” as defined in the Security Documents.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Security Documents ” shall mean each Primary Security Document and each Secondary Security Document.

“ Senior Unsecured Notes ” shall mean the 12% senior unsecured notes of the Parent issued pursuant to that certain indenture, dated as of November 12, 2009, entered into by the Parent, certain of its Subsidiaries and The Bank of New York Mellon, as trustee.

“ Sixth Amendment ” shall mean the Sixth Amendment, dated as of April 2, 2015.

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

“ Specified Swap ” shall mean the swap identified as a “Specified Swap” on Schedule V .

“ Stated Amount ” of each Existing Letter of Credit shall, at any time, mean the maximum amount available to be drawn thereunder (in each case determined without regard to whether any conditions to drawing could then be met).

“ Subsidiaries Guaranty ” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements.”

venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time; provided that, for all purposes under this Credit Agreement or any other Credit Document, Non-Recourse Subsidiaries shall not be considered Subsidiaries hereunder or thereunder other than as set forth herein or therein.

“ Subsidiary Guarantor ” shall mean, at any time, (x) each direct and indirect Subsidiary of the Parent (other than GMSCII, Arlington and the Borrower) which owns a Primary Collateral Vessel or which owns, directly or indirectly, any of the Equity Interests of any such direct or indirect Subsidiary at such time, (y) each direct and indirect Subsidiary of the Parent (other than GMSCII, Arlington and the Borrower) which owns a Secondary Collateral Vessel or which owns, directly or indirectly, any of the Equity Interests of any such direct or indirect Subsidiary at such time and (z) each other Subsidiary of the Parent (other than GMSCII, Arlington and the Borrower) that guarantees the obligations under the Other Credit Agreement at any time. The Subsidiary Guarantors as of the Restatement Effective Date are listed on Schedule XIV .

“ Swap Creditors ” shall mean each lender under the Original Credit Agreement or Affiliate thereof that has entered into any Interest Rate Protection Agreement set forth on Schedule V or any Other Hedging Agreement set forth on Schedule V with the Borrower with respect to the Loans (as defined in the Original Credit Agreement) of such lender under the Original Credit Agreement, even if such lender subsequently ceases to be a Lender under this Agreement for any reason, together with such lender’s or Affiliate’s successors and assigns, to the extent such party constitutes a Secured Creditor under the Security Documents.

“ Swap Obligations ” shall have the meaning provided in the definition of “Obligations”.

“ Tax Benefit ” shall have the meaning provided in Section 5.04(c).

“ Taxes ” shall have the meaning provided in Section 5.04(a).

“ Test Period ” shall mean each period of four consecutive fiscal quarters then last ended, in each case taken as one accounting period.

“ Third Amendment ” shall mean the Third Amendment, dated as of November 29, 2013.

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

“ Tranche ” shall mean the respective facility and commitments utilized in making Loans hereunder, with there being two separate Tranches, i.e. , Tranche A Loans and Tranche B Loans.

“ Tranche A Loan ” shall have the meaning provided in Section 2.01.

“ Tranche B Loan ” shall mean an amount equal to the termination value arising from the termination of the Specified Swap held by Citibank, N.A. prior to the Restatement

Effective Date plus any interest on the Specified Swap that has accrued since the termination date thereof and is unpaid on the Restatement Effective Date pursuant to the Final DIP/Cash Collateral Order.

“ Transaction ” shall mean, collectively, (i) the entering into of this Agreement and the other Credit Documents, as applicable, on the Restatement Effective Date and the conversion of Loans hereunder, (ii) the entering into of the Other Credit Agreement and the other Other Credit Documents, as applicable, on the Restatement Effective Date and the continuation and conversion of loans thereunder, (iii) the Equity Conversion, (iv) the Equity Investment, including the partial repayment of Tranche A Loans with the proceeds of the Equity Investment in a principal amount of no less than $35,350,780 on the Restatement Effective Date, and the partial repayment of Tranche A Loans under and as defined in the Other Credit Agreement with the proceeds of the Equity Investment in a principal amount of no less than $39,649,220 on the Restatement Effective Date, (v) the confirmation and effectiveness of the Plan of Reorganization and (vi) the payment of all fees and expenses in connection with the foregoing.

“ Transferred Vessel ” shall have the meaning provided in the definition of “Flag Jurisdiction Transfer” in this Section 1.

“ Trigger Date ” shall mean the date on which (x) the aggregate principal payments of Loans under this Agreement after the Third Amendment Effective Date (other than any such prepayment pursuant to Section 5.02(c)) equals the Deferred Amortization Amount and (y) the aggregate principal payments of loans under the Other Credit Agreement after the Third Amendment Effective Date (other than any such prepayment pursuant to Section 4.02(b) of the Other Credit Agreement) equals the Deferred Amortization Amount (under and as defined in the Other Credit Agreement).

“ UCC ” shall mean the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction.

“ Unfunded Current Liability ” of any Plan shall mean the amount, if any, by which the value of the accumulated plan benefits under the Plan determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).

“ Unique Tankers ” shall mean Unique Tankers, LLC, a Marshall Islands limited liability company, a wholly-owned direct Subsidiary of General Maritime Management formed for the purpose of forming and operating the Unique Tankers Pool.

“ Unique Tankers Pool ” shall mean the pool, operated by Unique Tankers, of crude oil tankers under time charters.

“ United States ” and “ U.S. ” shall each mean the United States of America.

“ Unpaid Drawing ” shall have the meaning provided in Section 3.03(a).

“ Unrestricted Cash and Cash Equivalents ” shall mean, when referring to cash or Cash Equivalents of the Parent or any of its Subsidiaries, that such cash or Cash Equivalents (i) does not appear (or would not be required to appear) as “restricted” on a consolidated balance sheet of the Parent or of any such Subsidiary, (ii) are not subject to any Lien in favor of any Person other than the Collateral Agent for the benefit of the Secured Creditors and the Other Agent for the benefit of the Secured Creditors under and as defined in the Other Credit Agreement, (iii) are otherwise generally available for use by the Parent or such Subsidiary or (iv) are not subject to Liens permitted under Section 9.01(xvii) or 9.01(xviii).

“ Vessel ” shall mean, collectively, all sea going vessels and tankers at any time owned by the Parent and its Subsidiaries, and, individually, any of such vessels.

“ Vessel SPV ” shall have the meaning provided in Section 9.05(vii).

“ Weighted Average Life to Maturity ” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“ Wells Fargo Indebtedness ” means (a) the Indebtedness under the credit agreement between the Parent and Wells Fargo Bank, National Association dated as of June 11, 2013 and (b) any refinancing of the Indebtedness referred to in clause (a), to the extent such refinancing is permitted pursuant to Section 9.18(i).

“ Wholly-Owned Subsidiary ” shall mean, as to any Person, (i) any corporation 100% of whose capital stock (other than director’s qualifying shares) is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such time.

SECTION 2. Amount and Terms of Credit Facility .

2.01 The Loans . (a) On the Restatement Effective Date, the loans (a “ Tranche A Loan ” and, collectively, the “ Tranche A Loans ”) of each Lender shall consist of the Revolving Loans of each such Lender which are outstanding under the Original Credit Agreement immediately prior to the Restatement Effective Date and shall be converted into Tranche A Loans under this Agreement on the Restatement Effective Date, less each such Lender’s pro rata percentage of $35,350,780, which is paid to such Lenders on the Restatement Effective Date as part of the Plan of Reorganization. The amount of each Lender’s outstanding Tranche A Loans immediately after giving effect to the Transactions on the Restatement Effective Date is set forth on Schedule I .

(b) On the Restatement Effective Date, the amount due in respect of the termination of the Specified Swap, plus any interest that has accrued but has not been paid on the

Specified Swap since the termination of the Specified Swap pursuant to the Final DIP/Cash Collateral Order, shall be exchanged for the Tranche B Loan under this Agreement and shall be held by Citibank, N.A. The amount of Citibank, N.A.’s outstanding Tranche B Loan immediately after giving effect to the Transactions on the Restatement Effective Date is set forth on Schedule I .

2.02 [Intentionally Omitted] .

2.03 [Intentionally Omitted] .

2.04 [Intentionally Omitted] .

2.05 Notes . (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.16 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “ Note ” and, collectively, the “ Notes ”).

(b) Each Note shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the outstanding Tranche A Loans or Tranche B Loans of such Lender and be payable in the outstanding principal amount of Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.07 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.

(c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans.

(d) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to such Lender the requested Note in the appropriate amount or amounts to evidence such Loans provided that, in the case of a substitute or replacement Note, the Borrower

shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

2.06 Pro Rata Borrowings . All Borrowings of Tranche A Loans under this Agreement have been incurred from the Lenders pro rata .

2.07 Interest . (a) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan from the date the proceeds thereof are made available to the Borrower until the maturity (whether by acceleration or otherwise) of such Loan at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the Applicable Margin and the Eurodollar Rate for such Interest Period.

(b) If the Borrower fails to pay any amount payable by it under a Credit Document on its due date, interest shall accrue on the overdue amount (in the case of overdue interest to the extent permitted by law) from the due date up to the date of actual payment (both before and after judgment) at a rate which is, subject to paragraph (c) below, 2% plus the rate which would have been payable if the overdue amount had, during the period of non payment, constituted a Loan for successive Interest Periods, each of a duration selected by the Administrative Agent. Any interest accruing under this Section 2.07(b) shall be immediately payable by the Borrower on demand by the Administrative Agent.

(c) If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to such Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be 2% plus the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on the overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

(d) Accrued and unpaid interest shall be payable in respect of each Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period, on any repayment or prepayment (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand.

(e) Upon each Interest Determination Date, the Administrative Agent shall determine the Eurodollar Rate for each Interest Period applicable to the Loans made or to be made pursuant to the applicable Borrowing and shall promptly notify the Borrower and the respective Lenders thereof. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.

2.08 Interest Periods . (a) The Borrower shall give the Administrative Agent at its Notice Office written notice at least three Business Days’ prior to (x) the Restatement Effective Date (in the case of the initial Interest Period applicable to any Loans) and (y) the expiration of an Interest Period applicable to such Loans (in the case of any subsequent Interest Period), which notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time), electing the interest period (each an “ Interest Period ”) applicable to such Loan. Each such written notice (each a “ Notice of Interest Period Election ”), except as otherwise expressly provided in Section 2.09, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A, appropriately completed to specify (i) the aggregate principal amount of the Loans to be included in the Borrowing (if applicable), (ii) the commencement date of the applicable Interest Period (which shall be a Business Day) and (iii) at the option of the Borrower, whether the applicable Interest Period will be a one, three or six month period (or such other period as all the Lenders may agree); provided that:

(i) there shall be no more than six different Interest Periods at any time, each of which shall be comprised of Loans in an amount of not less than the Minimum Borrowing Amount (or, if less, the aggregate principal amount of the Loans outstanding hereunder);

(ii) the initial Interest Period for each Loan shall commence on the Restatement Effective Date of such Loan and each Interest Period occurring thereafter in respect of such Loan shall commence on the day on which the immediately preceding Interest Period applicable thereto expires;

(iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;

(iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided , however , that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

(v) no Interest Period longer than one month may be selected at any time when an Event of Default (or, if the Administrative Agent or the Required Lenders have determined that such an election at such time would be disadvantageous to the Lenders, a Default) has occurred and is continuing; and

(vi) no Interest Period in respect of any Borrowing of any Loans shall be selected which extends beyond the Maturity Date.

Election. If on the Restatement Effective Date or upon the expiration of any Interest Period applicable to Loans, the Borrower has failed to deliver a Notice of Interest Period Election in respect of such Loans as provided above, the Borrower shall be deemed to have elected a one month Interest Period to be applicable to such Loans effective as of the Restatement Effective Date or expiration date of such current Interest Period, as applicable.

(b) Without in any way limiting the obligation of the Borrower to deliver a written Notice of Interest Period Election in accordance with Section 2.08(a), the Administrative Agent may act without liability upon the basis of telephonic notice of such Interest Period election, believed by the Administrative Agent in good faith to be from the President or the Treasurer of the Borrower (or any other officer of the Borrower designated in writing to the Administrative Agent by the President or Treasurer of the Borrower as being authorized to give such notices under this Agreement) prior to receipt of Notice of Interest Period Election. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of such telephonic notice of such Interest Period election of Loans, absent manifest error.

2.09 Increased Costs, Illegality, Market Disruption Event, etc . (a) In the event that any Lender shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto):

(i) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Loan because of, without duplication, any change since the Restatement Effective Date in any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to: (A) a change with respect to taxes (other than Excluded Taxes) imposed on any recipient Lender’s loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, but without duplication of any amounts payable in respect of Taxes pursuant to Section 5.04, or (B) any change in official reserve requirements but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate; or

(ii) at any time, that the making or continuance of any Loan has been made unlawful by any law or governmental rule, regulation or order;

required by law. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s determination of compensation owing under this Section 2.09(a) shall, absent manifest error be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.09(a), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for the calculation of such additional amounts; provided that the failure to give such notice shall not relieve the Borrower from its Obligations hereunder.

(b) At any time that any Loan is affected by the circumstances described in Section 2.09(a)(i) or (ii), the Borrower may (and in the case of a Loan affected by the circumstances described in Section 2.09(a)(ii) shall) either (x) if the affected Loan is then being made initially, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date or the next Business Day that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.09(a)(i) or (ii) or (y) if the affected Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, in the case of any Loan, repay all outstanding Borrowings (within the time period required by the applicable law or governmental rule, governmental regulation or governmental order) which include such affected Loans in full in accordance with the applicable requirements of Section 5.02; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.09(b).

(c) If any Lender in good faith determines that after the Restatement Effective Date the introduction of or effectiveness of or any change in any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency will have the effect of increasing the amount of capital required or requested to be maintained by such Lender, or any corporation controlling such Lender, based on the existence of such Lender’s Loans hereunder or its obligations hereunder, then the Borrower agrees (to the extent applicable), to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s determination of compensation owing under this Section 2.09(c) shall, absent manifest error be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.09(c), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts; provided that the failure to give such notice shall not relieve the Borrower from its Obligations hereunder.

(d) If a Market Disruption Event occurs in relation to a Tranche A Loan for any Interest Period, then the rate of interest on each Lender’s share of such Tranche A Loan for the relevant Interest Period shall be the rate per annum which is the sum of:

(i) the Applicable Margin; and

(ii) the rate determined by each Lender and notified to the Administrative Agent, which expresses the actual cost to each such Lender of funding its participation in that Tranche A Loan for a period equivalent to such Interest Period from whatever source it may reasonably select.

(e) If a Market Disruption Event occurs and the Administrative Agent or the Borrower so require, the Administrative Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest. Any alternative basis agreed pursuant to the immediately preceding sentence shall, with the prior consent of all the Lenders and the Borrower, be binding on all parties. If no agreement is reached pursuant to this clause (e), the rate provided for in clause (d) above shall apply for the entire Interest Period.

(f) Notwithstanding anything in this Agreement to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change after the Restatement Effective Date in a requirement of law or governmental rule, regulation or order, regardless of the date enacted, adopted, issued or implemented for all purposes under or in connection with this Agreement (including this Section 2.09).

2.10 Compensation . The Borrower agrees to compensate each Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting and the calculation of such compensation), for all reasonable losses, expenses and liabilities (including, without limitation, any such loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Loans but excluding any loss of anticipated profits) which such Lender may sustain in respect of Loans made to the Borrower: (i) if any prepayment or repayment (including any prepayment or repayment made pursuant to Section 2.09(a), Section 5.01 or Section 5.02 or as a result of an acceleration of the Loans pursuant to Section 10) of any of its Loans, or assignment of its Loans pursuant to Section 2.12, occurs on a date which is not the last day of an Interest Period with respect thereto; (ii) if any prepayment of any of its Loans is not made on any date specified in a notice of prepayment given by the Borrower; or (iii) as a consequence of any other Default or Event of Default arising as a result of the Borrower’s failure to repay Loans or make payment on any Note held by such Lender when required by the terms of this Agreement.

2.11 Change of Lending Office . Each Lender agrees that on the occurrence of any event giving rise to the operation of Section 2.09(a)(ii), Section 2.09(b) or Section 5.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable good faith efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Existing Letters of Credit affected by such event, provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 2.11 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender provided in Section 2.09 or Section 5.04.

2.12 Replacement of Lenders . (a) (x) If any Lender becomes a Defaulting Lender or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of any event giving rise to the operation of Section 2.09(a)(i) or (ii), Section 2.09(b) or Section 5.04 with respect to any Lender which results in such Lender charging to the Borrower material increased costs in excess of those being generally charged by the other Lenders, or (z) as provided in Section 12.12(b) in the case of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right, if no Default or Event of Default will exist immediately after giving effect to the respective replacement, to replace such Lender (the “ Replaced Lender ”) with one or more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “ Replacement Lender ”) reasonably acceptable to the Administrative Agent; provided that:

(i) at the time of any replacement pursuant to this Section 2.12, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the outstanding Loans of the Replaced Lender and such Replaced Lender’s Individual Exposure and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum (without duplication) of an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender; and

(ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause (i) above) in respect of which the assignment purchase price has been, or is concurrently being, paid shall be paid in full to such Replaced Lender concurrently with such replacement.

(b) Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to (i) the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.09, 2.10, 3.04, 5.04, 12.01 and 12.06), which shall survive as to such Replaced Lender and (ii) if so requested by the Borrower, the Replaced Lender shall deliver all Notes in its possession to the Borrower.

2.13 Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) if any Existing Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender then:

(i) the Borrower shall, within one Business Day following notice by the Administrative Agent, cash collateralize in a manner reasonably satisfactory to the applicable Issuing Lender such Defaulting Lender’s Existing Letter of Credit Exposure in an aggregate amount equal to 100% of such Defaulting Lender’s Existing Letter of Credit Exposure for so long as such Existing Letter of Credit Exposure is outstanding (the “ Existing Letter of Credit Back-Stop Arrangements ”);

(ii) the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 4.01(a) with respect to such Defaulting Lender’s Existing Letter of Credit Exposure; and

(iii) if any Defaulting Lender’s Existing Letter of Credit Exposure is not cash collateralized pursuant to this Section 2.13(a), then, without prejudice to any rights or remedies of any Issuing Lender or any Lender hereunder, all Existing Letter of Credit Fees payable under Section 4.01(a) with respect to such Defaulting Lender’s Existing Letter of Credit Exposure shall be payable to each Issuing Lender until such Existing Letter of Credit Exposure is cash collateralized and/or reallocated; and

(b) notwithstanding anything to the contrary contained in Section 2.01 or Section 3, so long as any Lender is a Defaulting Lender, no Issuing Lender shall be required to amend or renew any Existing Letter of Credit.

In the event that the Administrative Agent, the Borrower and each Issuing Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then so long as no Event of Default then exists, all funds held as cash collateral pursuant to the Existing Letter of Credit Back-Stop Arrangements shall thereafter be promptly returned to the Borrower. If the Loans and all other Obligations have been paid in full and no Existing Letters of Credit are outstanding, then all funds held as cash collateral pursuant to the Existing Letter of Credit Back-Stop Arrangements shall thereafter be returned to the Borrower as promptly as practicable.

SECTION 3. Existing Letters of Credit

3.01 Existing Letters of Credit . Schedule XII contains a description of the standby letters of credit that were issued pursuant to the Original Credit Agreement for the account of the Borrower prior to the Restatement Effective Date and which remain outstanding on the Restatement Effective Date (and setting forth, with respect to each such letter of credit, (i) the name of the issuing lender (the “ Issuing Lender ”), (ii) the letter of credit number, (iii) the name of the account party, (iv) the stated amount (which shall be in Dollars), (v) the name of the beneficiary and (vi) the expiry date). Each such letter of credit (each, as amended from time to time in accordance with the terms thereof and hereof, an “ Existing Letter of Credit ”) shall constitute a letter of credit issued by the relevant Issuing Lender hereunder for all purposes of this Agreement and shall be deemed issued on the Restatement Effective Date. At no time after the Restatement Effective Date will any Existing Letter of Credit be extended or renewed.

3.02 Existing Letter of Credit Participations . (a) On the Restatement Effective Date, the Issuing Lender shall be deemed to have sold and transferred to each Lender with

outstanding Tranche A Loans, other than such Issuing Lender (each such Lender, in its capacity under this Section 3.02, a “ Participant ”), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Percentage, in such Existing Letter of Credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the outstanding Tranche A Loans or Percentages of the Lenders pursuant to Sections 2.12 or 12.04, it is hereby agreed that, with respect to all outstanding Existing Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.02 to reflect the new Percentages of the assignor and assignee Lender or of all Lenders with outstanding Tranche A Loans, as the case may be.

(b) In determining whether to pay under any Existing Letter of Credit, such Issuing Lender shall have no obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Existing Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Existing Letter of Credit. Subject to the provisions of the immediately preceding sentence, any action taken or omitted to be taken by any Issuing Lender under or in connection with any Existing Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, as determined by a court of competent jurisdiction, shall not create for such Issuing Lender any resulting liability to any Credit Party or any Lender.

(c) In the event that any Issuing Lender makes any payment under any Existing Letter of Credit issued by it and the Borrower shall not have reimbursed such amount in full to such Issuing Lender pursuant to Section 3.03(a), such Issuing Lender shall promptly notify the Administrative Agent, which shall promptly notify each Participant, of such failure, and each Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Lender the amount of such Participant’s Percentage (as relates to the respective Existing Letter of Credit) of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under an Existing Letter of Credit, such Participant shall make available to the Administrative Agent at the Payment Office for the account of such Issuing Lender in Dollars such Participant’s Percentage (as relates to the respective Existing Letter of Credit) of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Percentage of the amount of such payment available to the Administrative Agent for the account of such Issuing Lender, such Participant agrees to pay to the Administrative Agent for the account of such Issuing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuing Lender at the overnight Federal Funds Rate. The failure of any Participant to make available to the Administrative Agent for the account of such Issuing Lender its Percentage of any payment under any Existing Letter of Credit issued by it shall not relieve any other Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Lender its Percentage of any such Existing Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other

Participant to make available to the Administrative Agent for the account of such Issuing Lender such other Participant’s Percentage of any such payment.

(d) Whenever any Issuing Lender receives a payment of a reimbursement obligation as to which the Administrative Agent has received (for the account of any such Issuing Lender) any payments from the Participants pursuant to clause (c) above, such Issuing Lender shall forward such payment to the Administrative Agent, which in turn shall distribute to each Participant which has paid its Percentage thereof, in same day funds, an amount equal to such Participant’s share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations.

(e) Each Issuing Lender shall, promptly after the amendment to an Existing Letter of Credit give the Administrative Agent and the Borrower written notice of such amendment and such notice shall be accompanied by a copy of such amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify each Participant, in writing, of such amendment and in the event a Participant shall so request, the Administrative Agent shall furnish such Participant with a copy of such amendment.

(f) Upon request, the Administrative Agent shall, within 10 days after the last Business Day of each calendar month, deliver to each Participant a report setting forth for such preceding calendar month the aggregate daily Stated Amount available to be drawn under all outstanding Existing Letters of Credit during such calendar month.

(g) The obligations of the Participants to make payments to the Administrative Agent for the account of the respective Issuing Lender with respect to Existing Letters of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

(i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents;

(ii) the existence of any claim, setoff, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in an Existing Letter of Credit, any transferee of any Existing Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Lender, any Issuing Lender, any Participant, or any other Person, whether in connection with this Agreement, any Existing Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower or any of its Subsidiaries and the beneficiary named in any such Existing Letter of Credit);

(iii) any draft, certificate or any other document presented under any Existing Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or

(v) the occurrence of any Default or Event of Default.

3.03 Agreement to Repay Existing Letter of Credit Drawings . (a) The Borrower hereby agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Existing Letter of Credit issued by it (each such amount, so paid until reimbursed, an “ Unpaid Drawing ”), not later than four Business Days following receipt by the Borrower of notice of such payment or disbursement ( provided that no such notice shall be required to be given if an Event of Default under Section 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate, as in effect from time to time, plus 2%; provided , however , to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the fourth Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate, in effect from time to time, plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Existing Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.

(b) The obligations of the Borrower under this Section 3.03 to reimburse the respective Issuing Lender with respect to drawings on Existing Letters of Credit (each, a “ Drawing ”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Lender (including in its capacity as Issuing Lender or Participant or as Participant), or any non-application or misapplication by the beneficiary of the proceeds of such Drawing, the respective Issuing Lender’s only obligation to the Borrower being to confirm that any documents required to be delivered under such Existing Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Existing Letter of Credit. Subject to the provisions of the immediately preceding sentence, any action taken or omitted to be taken by any Issuing Lender under or in connection with any Existing Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction, shall not create for such Issuing Lender any resulting liability to the Borrower or any other Credit Party.

3.04 Increased Costs . If at any time after the Restatement Effective Date, any Issuing Lender or any Participant determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by any such authority (excluding any changes in law related to Excluded Taxes) (whether or not having the force of law), shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against Existing Letters of Credit issued by any Issuing Lender or participated in by any Participant, or (b) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Existing Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Existing Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Existing Letters of Credit, then, upon demand to the Borrower by such Issuing Lender or any Participant (a copy of which demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Lender for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable pursuant to this Section 3.04, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to such Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant, although the failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 3.04. The certificate required to be delivered pursuant to this Section 3.04 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

SECTION 4. Fees .

4.01 Fees . (a) The Borrower shall pay to the Administrative Agent, for the Administrative Agent’s own account, such other fees as have been agreed to in writing by the Borrower and the Administrative Agent.

(b) The Borrower agrees to pay to the Administrative Agent for distribution to each Lender (based on each such Lender’s respective Percentage), a fee in respect of each Existing Letter of Credit (the “ Existing Letter of Credit Fee ”) for the period from and including the date of issuance of such Existing Letter of Credit to and including the date of termination or expiration of such Existing Letter of Credit, computed at a rate per annum equal to the Applicable Margin then in effect from time to time on the daily Stated Amount of each such Existing Letter of Credit. Accrued Existing Letter of Credit Fees shall be due and payable quarterly in arrears on each Payment Date and on the Maturity Date (or such earlier date upon which the Loans and all other Credit Document Obligations have been paid in full).

(c) The Borrower agrees to pay directly to each Issuing Lender, for its own account, a facing fee in respect of each Existing Letter of Credit issued by it (the “ Facing Fee ”) for the period from and including the date of issuance of such Existing Letter of Credit to and including the date of termination or expiration of such Existing Letter of Credit, computed at a rate per annum equal to 1/8 of 1% on the daily Stated Amount of such Existing Letter of Credit, provided that in any event the minimum amount of Facing Fees payable in any twelve-month period for each Existing Letter of Credit shall be not less than $500; it being agreed that, on the day of issuance of any Existing Letter of Credit and on each anniversary thereof prior to the termination or expiration of such Existing Letter of Credit, if $500 will exceed the amount of Facing Fees that will accrue with respect to such Existing Letter of Credit for the immediately succeeding twelve-month period, the full $500 shall be payable on the date of issuance of such Existing Letter of Credit and on each such anniversary thereof. Except as otherwise provided in the proviso to the immediately preceding sentence, accrued Facing Fees shall be due and payable quarterly in arrears on each Payment Date and upon the first day on or after the repayment of the Loans in full upon which no Existing Letters of Credit remain outstanding.

(d) The Borrower agrees to pay, upon each payment (including any partial payment) under, or amendment to, any Existing Letter of Credit issued hereunder, such amount as shall at the time of such event be the administrative charge which the respective Issuing Lender is generally charging in connection with such occurrence with respect to letters of credit.

SECTION 5. Prepayments; Payments; Taxes .

5.01 Voluntary Prepayments . The Borrower shall have the right to prepay, at any time, the Loans, in each case without premium or penalty except as provided by law and Section 2.10, in whole or in part at any time and from time to time on the following terms and conditions:

(i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office at least three Business Days’ prior written notice (including e-mail notice or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;

(ii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000;

(iii) at the time of any prepayment of Loans pursuant to this Section 5.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 2.10;

(iv) in the event of certain refusals by a Lender as provided in Section 12.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect

to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 12.12(b) so long as (A) such Lender’s Individual Exposure (if any) is terminated concurrently with such prepayment and (B) the consents required by Section 12.12(b) in connection with the prepayment pursuant to this clause (iv) have been obtained;

(v) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 5.01, at the Borrower’s election, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and

(vi) each prepayment of principal of Loans pursuant to this Section 5.01 shall be applied to reduce the then remaining Scheduled Repayments in accordance with Section 5.02(g).

5.02 Mandatory Repayments . (a) [Intentionally Omitted].

(b) In addition to any other mandatory repayments pursuant to this Section 5.02, on each Payment Date (including, for the avoidance of doubt, the Maturity Date) set forth below, the Borrower shall be required to repay Tranche A Loans to the extent then outstanding in the amount set forth opposite each such Payment Date in the table below (each such repayment, as the same may be reduced in accordance with Sections 5.01, 5.02(c), 5.02(d) and/or 5.02(e), a “ Scheduled Repayment ”):

Payment Date	Amount

March 31, 2016	$	12,707,111.92

June 30, 2016	$	16,033,034.20

September 30, 2016	$	16,033,034.20

December 31, 2016	$	16,033,034.20

Maturity Date	$	372,724,516.62

(c) In addition to any other mandatory repayments pursuant to this Section 5.02, but without duplication, on (i) the date of any Collateral Disposition involving a Primary Collateral Vessel (other than a Collateral Disposition constituting an Event of Loss) and, after the repayment of the loans and the satisfaction in full of all obligations under the Other Credit Agreement, a Secondary Collateral Vessel and (ii) the earlier of (A) the date which is 180 days following any Collateral Disposition constituting an Event of Loss involving a Primary Collateral Vessel or, after the repayment of the loans and the satisfaction in full of all

obligations under the Other Credit Agreement, a Secondary Collateral Vessel and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Administrative Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall be required (subject to the first proviso below) to repay an aggregate principal amount of outstanding Loans in accordance with the requirements of Section 5.02(f) in an amount equal to (X) in the case of a Primary Collateral Vessel, the greater of (x) the Net Cash Proceeds of such Collateral Disposition (such amount under this clause (x) the “ Net Cash Proceeds Value ”) and (y) the sum of the then outstanding aggregate principal amount of Loans and the Existing Letter of Credit Exposure multiplied by a fraction (I) the numerator of which is equal to the appraised value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(d)) of the Primary Collateral Vessel or Primary Collateral Vessels which is/are the subject of such Collateral Disposition and (II) the denominator of which is equal to the Aggregate Primary Collateral Vessel Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(d)) prior to such Collateral Disposition (such amount under this clause (y) the “ Appraisal Value ”) and (Y) after the repayment of the loans and the satisfaction in full of all obligations under the Other Credit Agreement, in the case of a Secondary Collateral Vessel, the Net Cash Proceeds Value of such Collateral Disposition; provided that (I) in the case of any Collateral Vessel which is older than 15 years at the time of such Collateral Disposition (including, for the avoidance of doubt, an Event of Loss) the Borrower shall only be required to repay an amount equal to the Net Cash Proceeds thereof; (II) after the Trigger Date, if the Net Cash Proceeds Value is greater than the Appraisal Value and the Parent and its Subsidiaries would have a Loan to Value Ratio of no greater than 0.60 to 1.00, on a pro forma basis after giving effect to the Collateral Disposition and any repayment with the proceeds thereof, then the Parent and its Subsidiaries may retain the proceeds of such Collateral Disposition in an amount equal to the difference between the Net Cash Proceeds Value and the Appraisal Value, which amount will not be subject to the mandatory repayment provisions of this Section 5.02(c); and (III) without limiting anything otherwise provided for in this Agreement, the Borrower hereby acknowledges that it is obliged to comply with Section 9.09 at all times (including, without limitation, after giving effect to any repayment contemplated by the foregoing Section 5.02(b)).

(d) In addition to any other mandatory repayments pursuant to this Section 5.02, upon the occurrence of a default under Section 9.09, the Borrower shall be required to (x) in the case of Section 9.09(a), repay Loans in accordance with the requirements of Section 9.09(a) in an amount required to cure such default and (y) in the case of Section 9.09(b), repay Loans under this Agreement and loans under the Other Credit Agreement in accordance with the requirements of Section 9.09(b) in an amount required to cure such default; provided that it is understood and agreed that the requirement to repay Loans under this Section 5.02(d) shall not be deemed to be a waiver of any other right or remedy that any Lender may have as a result of an Event of Default under Section 9.09.

(e) In addition to any other mandatory repayments pursuant to this Section 5.02, on the tenth day (or, if such day is not a Business Day, on the next succeeding Business Day) after each Payment Date, the Borrower shall repay the Loans under this Agreement and the loans under the Other Credit Agreement in an aggregate principal amount equal to the Excess Liquidity determined on such Payment Date, such repayment to be allocated between

the Loans under this Agreement and the loans under the Other Credit Agreement on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time; provided that the Borrower shall only be required to make a repayment pursuant to this Section 5.02(e) if on such Payment Date the Parent and its Subsidiaries have a Loan to Value Ratio of greater than 0.60 to 1.00. The mandatory repayment pursuant to this Section 5.02(e) shall be applied to reduce the Scheduled Repayments as follows: (i) first , 25% of such repayment to reduce the Scheduled Repayment following the applicable Payment Date, and, to the extent that such next Scheduled Repayment has been paid in full, to the next succeeding Scheduled Repayment until such Scheduled Repayment has been reduced to zero, after which the remaining portion (if any) of such 25% to reduce the then remaining Scheduled Repayments (excluding the Scheduled Repayment due on the Maturity Date) pro rata based upon such remaining Scheduled Repayments (excluding the Scheduled Repayment due on the Maturity Date) after giving effect to all prior reductions thereto, (ii) second , 25% of such repayment to reduce the then remaining Scheduled Repayments (excluding the Scheduled Repayment due on the Maturity Date) pro rata based upon such remaining Scheduled Repayments (excluding the Scheduled Repayment due on the Maturity Date) after giving effect to all prior reductions thereto, and (iii) third , 50% of such repayment to reduce the Scheduled Repayment due on the Maturity Date.

(f) All repayments of the Loans pursuant to (i) Section 5.02(b) shall be applied to the repayment of the Tranche A Loans then outstanding on a pro rata basis and (ii) Sections 5.01, 5.02(c), 5.02(d) and 5.02(e) shall be applied to the repayment of the outstanding Loans on a pro rata basis and shall be further applied to the Loans within each Tranche on a pro rata basis.

(g) The amount of all repayments of Tranche A Loans pursuant to Sections 5.01, 5.02(c) and 5.02(d) shall be applied to reduce the then remaining Scheduled Repayments pro rata based upon the then remaining Scheduled Repayments after giving effect to all prior reductions thereto.

(h) With respect to each repayment of Loans under Section 5.01 or required by this Section 5.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the preceding provisions of this clause (h), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10.

(i) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then outstanding Loans of each Tranche shall be repaid in full on the Maturity Date.

(j) The Loans repaid pursuant to Section 5.01 and this Section 5.02 may not be reborrowed.

5.03 Method and Place of Payment . Except as otherwise specifically provided herein, all payments under this Agreement or any Note shall be made to the Administrative Agent for the account of the Lender or Lenders entitled thereto not later than 12:00 Noon (New York time) on the date when due and shall be made in Dollars in immediately available funds at the Payment Office of the Administrative Agent or such other office in the State of New York as the Administrative Agent may hereafter designate in writing. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during such extension.

5.04 Net Payments; Taxes . (a) All payments made by any Credit Party hereunder or under any Note will be made without setoff, counterclaim or other defense. Unless otherwise required by law, all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any Excluded Taxes) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “ Taxes ”). If any Taxes are so levied or imposed, each of the Borrower, the Parent, GMSCII and Arlington agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. Each of the Borrower, the Parent, GMSCII, Arlington and the Subsidiary Guarantors will furnish to the Administrative Agent within 45 days after the date of payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment. Each of the Borrower, the Parent, GMSCII, Arlington and the Subsidiary Guarantors agrees to jointly and severally indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender.

(b) Each Lender agrees to use commerically reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish to the Borrower and the Administrative Agent any information as reasonably requested by the Borrower and the Administrative Agent that may be necessary to establish any available exemption from, or reduction in the amount of, any Taxes; provided , however , that nothing in this Section 5.04(b) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall use commercially reasonable efforts to deliver to the Borrower and the Administrative Agent at the time or times prescribed by law such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to

comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

Each non-U.S. Lender hereby agrees, whenever a lapse in time or change in circumstances renders any of the forms, certificates or other evidence delivered pursuant to this Section 5.04(b) obsolete or inaccurate in any material respect, that such Lender shall use commercially reasonable efforts to promptly (1) update such form, certificate or other evidence delivered, or (2) notify the Administrative Agent and the Borrower of its inability to do so.

(c) If the Borrower pays any additional amount under this Section 5.04 to a Lender and such Lender determines in its sole discretion exercised in good faith that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a “ Tax Benefit ”), such Lender shall pay to the Borrower an amount that such Lender shall, in its sole discretion exercised in good faith, determine is equal to the net benefit, after tax, which was obtained by such Lender in such year as a consequence of such Tax Benefit; provided , however , that (i) any Lender may determine, in its sole discretion exercised in good faith consistent with the policies of such Lender, whether to seek a Tax Benefit, (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 5.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 5.04 without any exclusions or defenses, (iii) nothing in this Section 5.04(c) shall require any Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns), and (iv) no Lender shall be required to pay any amounts pursuant to this Section 5.04(c) at any time during which a Default or Event of Default exists.

SECTION 6. [Intentionally Omitted]

SECTION 7. Representations, Warranties and Agreements . In order to induce the Lenders to enter into this Agreement, to convert the Revolving Loans into the Tranche A Loans and to exchange the termination value of the Specified Swap for the Tranche B Loan, each of the Parent, GMSCII, Arlington and the Borrower makes the following representations, warranties and agreements, in each case on the Restatement Effective Date, all of which shall survive the execution and delivery of this Agreement and the Notes, the conversion of the Revolving Loans into the Tranche A Loans and the exchange of the termination value of the Specified Swap for the Tranche B Loan (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):

incorporation or formation, (ii) has the corporate or other applicable power and authority to own its property and assets and to transact the business in which it is currently engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the conduct of its business as currently conducted requires such qualifications, except for failures to be so qualified which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

7.02 Corporate Power and Authority . Each Credit Party has the corporate or other applicable power and authority to execute, deliver and perform the terms and provisions of each of the Documents to which it is party and has taken all necessary corporate or other applicable action to authorize the execution, delivery and performance by it of each of such Documents. Each Credit Party has duly executed and delivered each of the Documents to which it is party, and each of such Documents constitutes the legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

7.03 No Violation . Neither the execution, delivery or performance by any Credit Party of the Documents to which it is a party, nor compliance by it with the terms and provisions thereof, will (i) contravene any material provision of any applicable law, statute, rule or regulation or any applicable order, judgment, writ, injunction or decree of any court or governmental instrumentality, (ii) conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the material properties or assets of the Parent or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, to which the Parent or any of its Subsidiaries is a party or by which it or any of its material property or assets is bound or to which it may be subject or (iii) violate any provision of the Certificate of Incorporation or By-Laws (or equivalent organizational documents) of the Parent or any of its Subsidiaries.

7.04 Governmental Approvals . No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made or, in the case of any filings or recordings in respect of the Security Documents (other than the Collateral Vessel Mortgages and the Secondary Collateral Vessel Mortgages), will be made within 10 days of the date such Security Document is required to be executed pursuant hereto), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance by any Credit Party of any Document to which it is a party or (ii) the legality, validity, binding effect or enforceability of any Document to which it is a party.

accounting period in the 2012 fiscal year and the related consolidated statements of operations and cash flows, in each case for such quarterly accounting period, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Parent as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither the Parent nor any of its Subsidiaries has any material guarantee obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the financial statements referred to in the preceding sentence (it being understood that with respect to guarantee obligations, the underlying debt is so reflected).

(b) Except as fully disclosed in the financial statements and the notes related thereto delivered pursuant to Section 7.05(a), there were as of the Restatement Effective Date no liabilities or obligations with respect to the Parent or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in the aggregate, would be materially adverse to the Parent and its Subsidiaries taken as a whole. As of the Restatement Effective Date, none of the Credit Parties knows of any basis for the assertion against it of any liability or obligation of any nature that is not fairly disclosed (including, without limitation, as to the amount thereof) in the financial statements and the notes related thereto delivered pursuant to Section 7.05(a) which, either individually or in the aggregate, could reasonably be expected to be materially adverse to the Parent and its Subsidiaries taken as a whole.

(c) The Projections delivered by the Parent to the Administrative Agent and the Lenders prior to the Restatement Effective Date have been prepared in good faith and are based on GAAP and reasonable assumptions, and there are no statements or conclusions in such Projections which are based upon or include information known to the Parent on the Restatement Effective Date to be misleading in any material respect or which fail to take into account material information known to the Parent on the Restatement Effective Date regarding the matters reported therein. On the Restatement Effective Date, the Parent believes that such Projections are reasonable and attainable, it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Projections may differ from the projected results included in such Projections.

7.06 Litigation . Except as set forth on Schedule XV , there are no actions, suits, investigations (conducted by any governmental or other regulatory body of competent jurisdiction) or proceedings pending or, to the knowledge of the Parent, GMSCII, Arlington or the Borrower, threatened against the Parent or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect.

7.07 True and Complete Disclosure . All factual information (taken individually or as a whole) furnished by or on behalf of the Parent, GMSCII, Arlington or the Borrower in writing to the Administrative Agent or any Lender (including, without limitation, all information

contained in the Documents and any financial statement referred to in Section 7.05(a)) for purposes of or in connection with this Agreement, the other Credit Documents or any transaction contemplated herein or therein is, and all other such factual information (taken individually or as a whole) hereafter furnished by or on behalf of the Parent, GMSCII, Arlington or the Borrower in writing to the Administrative Agent or any Lender will be, true and accurate in all material respects and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time as such information was provided.

7.08 Use of Proceeds; Margin Regulations . (a) All proceeds of the Loans (including the Loans which result from the conversion of Revolving Loans into Tranche A Loans and the exchange of Indebtedness of the Specified Swap for the Tranche B Loan) were used only for the following (i) to continue the Existing Letters of Credit and/or (ii) for working capital, Capital Expenditures and general corporate purposes.

(b) No part of the proceeds of any Loan was used to purchase or carry any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock except to purchase or carry or extend credit for the purpose of purchasing or carrying such Margin Stock as may be permitted to be purchased or carried pursuant to the terms of Sections 9.05(vi) and (vii). None of the conversion of the Revolving Loans into the Tranche A Loans, the exchange of Indebtedness of the Specified Swap for the Tranche B Loan, the use of the proceeds thereof or the occurrence of any other Borrowing will violate or be inconsistent with the Margin Regulations.

7.09 Tax Returns and Payments . The Parent and each of its Subsidiaries has timely filed all U.S. federal income tax returns, statements, forms and reports for taxes and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed by or with respect to the income, properties or operations of the Parent and/or any of its Subsidiaries (the “ Returns ”). The Returns accurately reflect in all material respects all liability for taxes of the Parent and its Subsidiaries as a whole for the periods covered thereby. The Parent and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in accordance with GAAP) for the payment of, all taxes shown as due on the Returns and all other material U.S. federal, state and non-U.S. taxes that have become due and payable. There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Parent or any of its Subsidiaries, threatened by any authority regarding any taxes relating to the Parent or any of its Subsidiaries. As of the Restatement Effective Date, neither the Parent nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent nor any of its Subsidiaries (i) has engaged in any “listed transaction” within the meaning of Section 6011 of the Code or (ii) has any actual or potential liability for the taxes of any Person (other than the Parent or any of its present or former Subsidiaries) under the United States Treasury regulation Section 1.1502-6 (or any similar provision of state, local, foreign or provincial law).

7.10 Compliance with ERISA . (i) Schedule VII sets forth, as of the Restatement Effective Date, each Plan; with respect to each Plan, other than any Multiemployer Plan (and each related trust, insurance contract or fund), there has been no failure to be in substantial compliance with its terms and with all applicable laws, including without limitation ERISA and the Code, that could reasonably be expected to give rise to a Material Adverse Effect; each Plan, other than any Multiemployer Plan (and each related trust, if any), which is intended to be qualified under Section 401(a) of the Code has received a determination letter (or an opinion letter) from the United States Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code; no Reportable Event has occurred; to the best knowledge of the Parent or any of its Subsidiaries or ERISA Affiliates no Plan which is a Multiemployer Plan is insolvent or in reorganization; no Plan has an Unfunded Current Liability in an amount material to Borrower’s operation; no Plan (other than a Multiemployer Plan) which is subject to Section 412 of the Code or Section 302 of ERISA has failed to satisfy minimum funding standards, or has applied for or received a waiver of the minimum funding standards or an extension of any amortization period, within the meaning of Section 412 or 430 of the Code or Section 302 or 303 of ERISA; with respect to each Plan (other than a Multiemployer Plan) its actuary has certified that such Plan is not an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA; all contributions required to be made with respect to a Plan have been or will be timely made (except as disclosed on Schedule VII ); neither the Parent nor any of its Subsidiaries nor any ERISA Affiliate has incurred any material liability (including any indirect, contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 436(f), 4971 or 4975 of the Code or expects to incur any such liability under any of the foregoing sections with respect to any Plan; no condition exists which presents a material risk to the Parent or any of its Subsidiaries or any ERISA Affiliate of incurring a liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no proceedings have been instituted by the PBGC to terminate or appoint a trustee to administer any Plan (in the case of a Multiemployer Plan, to the best knowledge of the Parent or any of its Subsidiaries or ERISA Affiliates) which is subject to Title IV of ERISA; no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits) is pending, or, to the best knowledge of the Parent or any of its Subsidiaries, expected or threatened which could reasonably be expected to have a Material Adverse Effect; using actuarial assumptions and computation methods consistent with Part 1 of subtitle E of Title IV of ERISA, the Parent and its Subsidiaries and ERISA Affiliates would have no liabilities to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom in an amount which could reasonably be expected to have a Material Adverse Effect; neither the Borrower nor any of its Subsidiaries nor any ERISA Affiliate has received any notice that a Plan which is a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; each group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered employees or former employees of the Parent, any of its Subsidiaries, or any ERISA Affiliate has at all times been operated in material compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; no lien imposed under the Code or ERISA on the assets of the Parent or any of its Subsidiaries or any ERISA Affiliate exists nor has any event occurred which could reasonably be expected to give rise to any such lien on account of any Plan; and the Parent and its Subsidiaries do not maintain or contribute to

any employee welfare plan (as defined in Section 3(1) of ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan the obligations with respect to which could reasonably be expected to have a Material Adverse Effect.

(ii) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. All contributions required to be made with respect to a Foreign Pension Plan have been or will be timely made. Neither the Parent nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan that could reasonably be expected to have a Material Adverse Effect. Neither the Parent nor any of its Subsidiaries maintains or contributes to any Foreign Pension Plan the obligations with respect to which could in the aggregate reasonably be expected to have a Material Adverse Effect.

7.11 The Security Documents . After the execution and delivery thereof and upon the taking of the actions mentioned in the second immediately succeeding sentence, each of the Security Documents creates in favor of the Collateral Agent for the benefit of the Secured Creditors (x) in the case of the Collateral Vessel Mortgages, the Assignments of Earnings, the Assignments of Insurances, the Pledge Agreement and the Pari Passu Pledge Agreement, a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Primary Collateral described therein and (y) in the case of the Secondary Collateral Vessel Mortgages, the Secondary Assignments of Earnings, the Secondary Assignments of Insurances and the Secondary Pledge Agreement, a legal, valid and enforceable fully perfected second priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Secondary Collateral described therein, in the case of each of (x) and (y) above, subject to no other Liens except for Permitted Liens. No filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the Restatement Effective Date and such other filings made on or prior to the tenth day after the Restatement Effective Date, subject in each case to Section 7.03.

7.12 Capitalization . (a) On the Restatement Effective Date and after giving effect to the conditions precedent related thereto: (1) the authorized capital stock of the Borrower shall consist of 1,000 shares of common stock, $0.01 par value per share, 100 of which have been issued and 100% of which issued shares are outstanding and owned by the Parent; (2) all such outstanding shares shall have been duly and validly issued, fully paid and non-assessable and issued free of preemptive rights; and (3) the Borrower shall not have outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock or any stock appreciation or similar rights.

Parent convertible into or exchangeable for capital stock or other Equity Interests or voting securities of the Parent, (iii) no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other similar contracts or commitments that could require the Parent to issue, sell or otherwise cause to become outstanding any of its Equity Interests and (iv) no stock appreciation, phantom stock, profit participation or similar rights with respect to the Parent or any repurchase, redemption or other obligation to acquire for value any capital stock of the Parent.

(c) As of the Restatement Effective Date, all outstanding shares of the Parent’s capital stock are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Schedule IX , not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Business Corporations Act of the Republic of the Marshall Islands 1990, the articles of incorporation of the Parent, the bylaws of the Parent or any agreement to which the Parent is a party or otherwise bound. None of the shares of the capital stock of the Parent have been issued in violation of any securities Laws. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Parent.

7.13 Subsidiaries . On the Restatement Effective Date, the Parent has no Subsidiaries other than those Subsidiaries listed on Schedule VIII (which Schedule identifies the correct legal name, direct owner, percentage ownership and jurisdiction of organization of each such Subsidiary on the date hereof). On the Restatement Effective Date, all outstanding capital stock, membership interests, partnership interests, units or other form of equity, of each class outstanding, of each of the Subsidiaries listed on Schedule VIII has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of the Parent, is owned beneficially and of record by a Credit Party free and clear of all Liens other than the security interests created by the Credit Documents, the Other Credit Documents and Permitted Liens.

7.14 Compliance with Statutes, etc . The Parent and each of its Subsidiaries is in compliance in all material respects with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property, except such non-compliances that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

7.15 Investment Company Act . Neither the Parent, nor any of its Subsidiaries, is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

7.16 Money Laundering . (a) To the extent applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading and Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in

order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(b) None of the Credit Parties nor, to the best knowledge of the Parent, GMSCII, Arlington and the Borrower after due inquiry, any Affiliate of any Credit Party, is, or will be after consummation of the Transaction and application of the proceeds of the Loans, by reason of being a “national” of a “designated foreign country” or a “specially designated national” within the meaning of the Regulations of the Office of Foreign Assets Control, United States Treasury Department (31 C.F.R., Subtitle B, Chapter V), or for any other reason, in violation of, any United States Federal Statute or Presidential Executive Order concerning trade or other relations with any foreign country or any citizen or national thereof.

7.17 Pollution and Other Regulations . (a) Each of the Parent and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business, except for such failures to comply as are not reasonably likely to have a Material Adverse Effect, and neither the Parent nor any of its Subsidiaries is liable for any penalties, fines or forfeitures for failure to comply with any of the foregoing except for such penalties, fines or forfeitures as are not reasonably likely to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the business of the Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Parent and each of its Subsidiaries is in substantial compliance therewith, except for such failures to secure or comply as are not reasonably likely to have a Material Adverse Effect. Neither the Parent nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Parent or such Subsidiary is a party or which would affect the ability of the Parent or such Subsidiary to operate any Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, individually or in the aggregate, have a Material Adverse Effect. There are, as of the Restatement Effective Date, no Environmental Claims pending or, to the knowledge of the Parent or the Borrower, threatened, against the Parent or any of its Subsidiaries in respect of which an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Vessel, Real Property or other facility owned or operated by the Parent or any of its Subsidiaries that are reasonably likely (i) to form the basis of an Environmental Claim against the Parent, any of its Subsidiaries or any Vessel, Real Property or other facility owned by the Parent or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on its ownership, occupancy, use or transferability under any Environmental Law, except in each such case for clauses (i) and (ii) above, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect.

(b) Hazardous Materials have not at any time prior to the date of this Agreement or any subsequent Borrowing, been (i) generated, used, treated or stored on, or transported to or from, any Vessel, Real Property or other facility at any time owned or operated by the Parent or any of its Subsidiaries or (ii) released on or from any such Vessel, Real Property or other facility, except in each case for clauses (i) and (ii) above where such occurrence or

event, either individually or in the aggregate, is reasonably likely to have a Material Adverse Effect.

This Section 7.17 contains the sole and exclusive representations and warranties of the Credit Parties with respect to environmental, health and safety matters, including any relating to or arising under Environmental Laws, Environmental Claims or Hazardous Materials.

7.18 Labor Relations . Neither the Parent nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect and there is (i) no unfair labor practice complaint pending against the Parent or any of its Subsidiaries or, to the Parent’s knowledge, threatened against any of them before the National Labor Relations Board, and no material grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Parent or any of its Subsidiaries or, to the Parent’s knowledge, threatened against any of them, (ii) no strike, labor dispute, slowdown or stoppage pending against the Parent or any of its Subsidiaries or, to the Parent’s knowledge, threatened against the Parent or any of its Subsidiaries and (iii) no union representation proceeding pending with respect to the employees of the Parent or any of its Subsidiaries, except (with respect to the matters specified in clauses (i), (ii) and (iii) above) as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

7.19 Patents, Licenses, Franchises and Formulas . The Parent and each of its Subsidiaries owns, or has the right to use, and has the right to enforce and prevent any third party from using, all material patents, trademarks, permits, service marks, trade names, copyrights, licenses, franchises and formulas, and has obtained assignments of all leases and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others, except for such failures and conflicts which could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

7.20 Indebtedness . Schedule V sets forth a true and complete list of all Indebtedness of the Parent and its Subsidiaries as of the Restatement Effective Date (other than Indebtedness under the Other Credit Documents) and which is to remain outstanding after giving effect to the Restatement Effective Date (the “ Existing Indebtedness ”), in each case showing the aggregate principal amount thereof and the name of the borrower and any other entity which directly or indirectly guarantees such debt.

7.21 Insurance . Schedule VI sets forth a true and complete listing of all insurance maintained by each Credit Party as of the Restatement Effective Date, with the amounts insured (and any deductibles) set forth therein (the “ Required Insurance ”).

7.22 Concerning the Collateral Vessels . The name, registered owner (which shall be a Subsidiary Guarantor), official number, and jurisdiction of registration and flag (which shall be in an Acceptable Flag Jurisdiction) of each Collateral Vessel is set forth on Schedule III . Each Collateral Vessel is and will be operated in compliance with all applicable law, rules and regulations, except such noncompliance as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

7.23 Citizenship . The Parent and each other Credit Party which owns or operates, or will own or operate, one or more Collateral Vessels is, or will be, qualified to own and operate such Collateral Vessels under the laws of the Republic of the Marshall Islands, the Republic of Liberia or Bermuda, as applicable, or such other jurisdiction in which any such Collateral Vessels are permitted, or will be permitted, to be flagged in accordance with the terms of the respective Collateral Vessel Mortgages and the respective Secondary Collateral Vessel Mortgages.

7.24 Collateral Vessel Classification; Flag . Each Collateral Vessel is (i) or will be, classified in the highest class available for Vessels of its age and type with a classification society listed on Schedule X hereto or another internationally recognized classification society acceptable to the Collateral Agent, free of any conditions or recommendations, other than as permitted, or will be permitted, under the Collateral Vessel Mortgage or the Secondary Collateral Vessel Mortgage, as applicable, and (ii) flagged in an Acceptable Flag Jurisdiction.

7.25 No Immunity . The Parent does not, nor does any other Credit Party or any of their respective properties, have any right of immunity on the grounds of sovereignty or otherwise from the jurisdiction of any court or from setoff or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of any jurisdiction. The execution and delivery of the Credit Documents by the Credit Parties and the performance by them of their respective obligations thereunder constitute commercial transactions.

7.26 Fees and Enforcement . No fees or taxes, including, without limitation, stamp, transaction, registration or similar taxes, are required to be paid to ensure the legality, validity, or enforceability of this Agreement or any of the other Credit Documents other than recording taxes which have been, or will be, paid by the Parent or any of its Subsidiaries as and to the extent due. Under the laws of the Republic of the Marshall Islands, the United Kingdom, the Bahamas, Bermuda, the Republic of Malta, the United States or the Republic of Liberia (or any other Acceptable Flag Jurisdiction), as applicable, the choice of the laws of the State of New York as set forth in the Credit Documents which are stated to be governed by the laws of the State of New York is a valid choice of law, and the irrevocable submission by each Credit Party to jurisdiction and consent to service of process and, where necessary, appointment by such Credit Party of an agent for service of process, in each case as set forth in such Credit Documents, is legal, valid, binding and effective.

7.27 Form of Documentation . Each of the Credit Documents is, or when executed will be, in proper legal form under the laws of the Republic of the Marshall Islands, the United Kingdom, the Bahamas, Bermuda, the Republic of Malta, the United States or the Republic of Liberia (or any other applicable Acceptable Flag Jurisdiction), as applicable, for the enforcement thereof under such laws, subject only to such matters which may affect enforceability arising under the law of the State of New York. To ensure the legality, validity, enforceability or admissibility in evidence of each such Credit Document in the Republic of the Marshall Islands, the United Kingdom, the Bahamas, Bermuda, the Republic of Malta, the United States or the Republic of Liberia (or any other applicable Acceptable Flag Jurisdiction), as applicable, it is not necessary that any Credit Document or any other document be filed or recorded with any court or other authority in the Republic of the Marshall Islands, the United

Kingdom, the Bahamas, Bermuda, the Republic of Malta, the United States or the Republic of Liberia (or any other applicable Acceptable Flag Jurisdiction), as applicable, or notarized or executed under seal, or physically executed in any such jurisdiction, except as have been made, or will be made, in accordance with Section 12.10.

7.28 Solvency . After giving effect to (a) the Loans, (b) the consummation of the Transaction and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Parent and its Subsidiaries, taken as a whole, and the Borrower, Arlington and their respective Subsidiaries, taken as a whole, are solvent.

7.29 Patriot Act . No Credit Party (and, to the knowledge of each Credit Party, no joint venture or Subsidiary thereof) is in violation of any United States law relating to terrorism, sanctions or money laundering, including the United States Executive Order No. 13224 on Terrorist Financing and the Patriot Act.

7.30 Certain Business Practices . To the knowledge of the Parent, neither the Parent nor any of its Subsidiaries (nor any of their respective officers, directors or employees) (a) has made or agreed to make any contribution, payment, gift or entertainment to, or accepted or received any contributions, payments, gifts or entertainment from, any government official, employee, political party or agent or any candidate for any federal, state, local or foreign public office, where either the contribution, payment or gift or the purpose thereof was illegal under the laws of any federal, state, local or foreign jurisdiction; or (b) has engaged in or otherwise participated in, assisted or facilitated any transaction that is prohibited by any applicable embargo or related trade restriction imposed by the United States Office of Foreign Assets Control or any other agency of the United States government.

SECTION 8. Affirmative Covenants . Each of the Parent, the Borrower, GMSCII and Arlington hereby covenants and agrees that on and after the Restatement Effective Date, and until all Existing Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings, together with interest and all other Credit Document Obligations incurred hereunder and thereunder, are paid in full:

8.01 Information Covenants . The Parent will make available to the Administrative Agent, with sufficient copies for each of the Lenders:

(a) Quarterly Financial Statements . Within 45 days after the close of the first three quarterly accounting periods in each fiscal year of the Parent ( provided that for the first fiscal quarter following the Restatement Effective Date, such delivery shall be within 60 days after the end of such fiscal quarter), (i) the consolidated balance sheets of the Parent and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and cash flows, in each case for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, and in each case, setting forth comparative figures for the related periods in the prior fiscal year, all of which shall be certified by the senior financial officer of the Parent, subject to normal year-end audit adjustments and (ii) management’s discussion and analysis of the important operational and financial developments during the fiscal quarter and year-to-date periods.

(b) Annual Financial Statements . Within (a) 90 days after the close of each fiscal year of the Parent in which any of Parent’s securities are listed on a nationally recognized securities exchange and (b) 120 days after the close of each fiscal year of Parent ( provided , that for the first fiscal year following the Restatement Effective Date, such delivery shall be within 150 days after the end of such fiscal year) in which none of Parent’s securities are listed on a nationally recognized securities exchange, (i) the consolidated balance sheets of the Parent and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of operations and retained earnings and of cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year and certified by Deloitte & Touche LLP or such other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, together with a report of such accounting firm stating that in the course of its regular audit of the financial statements of the Parent and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge of any Default or Event of Default pursuant to the Financial Covenants, which has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and (ii) management’s discussion and analysis of the important operational and financial developments during such fiscal year.

(c) Monthly Financial Statements . Within 30 days after the end of each of the first two calendar months of each fiscal quarter of the Parent occurring prior to the Trigger Date, the unaudited trial balance sheets of the Parent and its Subsidiaries as at the end of such month, and setting forth comparative figures for the prior calendar month, all of which shall be certified by the senior financial officer of the Parent, subject to normal year-end audit adjustments and including normal recurring adjustments; provided , however , that in no event will the Parent be required to deliver such unaudited trial balance sheets if, at the end of any such month, the Parent and its Subsidiaries have a Loan to Value Ratio of no greater than 0.60 to 1.00.

(d) Appraisal Reports . Together with delivery of the compliance certificates described in Section 8.01(f) required in connection with each fiscal quarter in each fiscal year of the Parent, and at any other time within 33 days of the written request of the Administrative Agent, appraisal reports dated no more than 30 days prior to the date of delivery of such compliance certificate or such request, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and from two Approved Appraisers stating the then current Fair Market Value of each of the Collateral Vessels. All such appraisals shall be conducted by, and made at the expense of, the Borrower (it being understood that the Administrative Agent may and, at the request of the Required Lenders, shall, upon notice to the Borrower, obtain such appraisals and that the cost of all such appraisals will be for the account of the Borrower); provided that, unless an Event of Default shall then be continuing, in no event shall the Borrower be required to pay for more than four appraisal reports obtained pursuant to this Section 8.01(d) in any single fiscal year of the Borrower, with the cost of any such reports in excess thereof to be paid by the Lenders on a pro rata basis.

(ii) as soon as available but not more than 45 days after the commencement of each fiscal year of the Parent beginning with its fiscal year commencing on January 1, 2013, (x) a budget of the Parent and its Subsidiaries in reasonable detail for each of the twelve months and four fiscal quarters of such fiscal year and (y) the Projections referred to in Section 7.05(c) in reasonable detail for the subsequent three fiscal years including the fiscal year in which such Projections are being delivered. It is recognized by each Lender and the Administrative Agent that such projections and determinations provided by the Parent, although reflecting the Parent’s good faith projections and determinations, are not to be viewed as facts and that actual results covered by any such determination may differ from the projected results.

(f) Officer’s Compliance Certificates . (i) At the time of the delivery of the financial statements provided for in Sections 8.01(a) and (b), a certificate of the senior financial officer of the Parent in the form of Exhibit M to the effect that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent was in compliance with the Financial Covenants at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VIII and Annexes A through F of the Pledge Agreement or the Secondary Pledge Agreement, as the case may be, or, if later, since the date of the most recent certificate delivered pursuant to this Section 8.01(f)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Security Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Security Documents in connection with any such changes.

(ii) At the time of a Collateral Disposition in respect of any Primary Collateral Vessel and/or Secondary Collateral Vessel, a certificate of a senior financial officer of the Parent which certificate shall (x) certify on behalf of the Parent the last appraisal reports received pursuant to Section 8.01(d) determining the Aggregate Primary Collateral Vessel Value and/or the Aggregate Collateral Vessel Value, as applicable, in each case after giving effect to such disposition(s) and/or showing the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such time, and (y) other than in connection with a Permitted Sale, set forth the calculations required to establish whether the Parent is in compliance with the provisions of Section 9.09 after giving effect to such disposition.

(g) Notice of Default, Litigation or Event of Loss . Promptly, and in any event within three Business Days after the Parent obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or Event of Default which notice shall specify the nature thereof, the period of existence thereof and what action the Parent proposes to take with respect thereto, (ii) any litigation or governmental investigation or proceeding pending or threatened in writing against the Parent or any of its Subsidiaries which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or any Document and (iii) any Event of Loss in respect of any Collateral Vessel.

(h) Other Reports and Filings . Promptly, copies of all financial information, proxy materials and other information and reports, if any, which the Parent or any of its Subsidiaries shall file with the Securities and Exchange Commission (or any successor thereto) or deliver to holders of its Indebtedness pursuant to the terms of the documentation governing such Indebtedness (or any trustee, agent or other representative therefor).

(i) Material Breach; Other Debt Documents . Promptly upon, and in any event within five Business Days after, without duplication of any other reporting requirements herein, receipt of any notices of default, financial reporting and collateral reporting under the Other Credit Documents, and copies of all effectuated additions, amendments, restatements, supplements or other modifications in respect of the Other Credit Documents.

(j) Environmental Matters . Promptly upon, and in any event within fifteen Business Days after, the Parent obtains knowledge thereof, written notice of any of the following environmental matters occurring after the Restatement Effective Date, except to the extent that such environmental matters could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect:

(i) any Environmental Claim pending or threatened in writing against the Parent or any of its Subsidiaries or any Collateral Vessel or property owned or operated or occupied by the Parent or any of its Subsidiaries;

(ii) any condition or occurrence on or arising from any Collateral Vessel or property owned or operated or occupied by the Parent or any of its Subsidiaries that (a) results in noncompliance by the Parent or such Subsidiary with any applicable Environmental Law or (b) could reasonably be expected to form the basis of an Environmental Claim against the Parent or any of its Subsidiaries or any such Collateral Vessel or property;

(iii) any condition or occurrence on any Collateral Vessel or property owned or operated or occupied by the Parent or any of its Subsidiaries that could reasonably be expected to cause such Collateral Vessel or property to be subject to any restrictions on the ownership, occupancy, use or transferability by the Parent or such Subsidiary of such Collateral Vessel or property under any Environmental Law; and

(iv) the taking of any removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any Collateral Vessel or property owned or operated or occupied by the Parent or any of its Subsidiaries as required by any Environmental Law or any governmental or other administrative agency; provided that in any event the Parent shall deliver to the Administrative Agent all material notices received by the Parent or any of its Subsidiaries from any government or governmental agency under, or pursuant to, CERCLA or OPA.

communications with any Person relating to any Environmental Claim of which notice is required to be given pursuant to this Section 8.01(j), and such detailed reports of any such Environmental Claim as may reasonably be requested by the Administrative Agent or the Required Lenders.

(k) Management Letters . Promptly after Parent’s or any of its Subsidiaries’ receipt thereof, a copy of any “management letter” received from its certified public accountants and management’s response thereto.

(l) Cash Flow Projections . On the Restatement Effective Date and monthly thereafter until the Trigger Date, 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 , however , that in no event will the Parent be required to deliver such Cash Flow Projections if, at the end of any such month, (a) no Default or Event of Default has occurred and is continuing and (b) the aggregate amount of Unrestricted Cash and Cash Equivalents of the Parent and its Subsidiaries (including any remaining Net Cash Proceeds from the 2013 Equity Investment not used on the Third Amendment Effective Date to make the Amendment Prepayment) at the end of any such month exceeds $75,000,000.

(m) Excess Liquidity Calculations . On or before the tenth day (or, if such day is not a Business Day, on the next succeeding Business Day) after each Payment Date, a certificate of the senior financial officer of the Parent substantially in the form of Exhibit J, which certificate shall set forth the calculations required to determine the Excess Liquidity, if any, for such Payment Date.

(n) Non-Recourse Subsidiaries . Promptly upon, and in any event within five Business Days after delivery thereof, without duplication of any other reporting requirements herein, any periodic financial reports provided to the lenders under any documents evidencing Non-Recourse Indebtedness or any notices of default provided thereunder.

(o) Other Information . From time to time, such other information or documents (financial or otherwise) with respect to the Parent, its Subsidiaries or its Non-Recourse Subsidiaries as the Administrative Agent or the Required Lenders may reasonably request in writing.

the affairs, finances and accounts of the Parent or such Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may request; provided that, unless an Event of Default exists and is continuing at such time, the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in any fiscal year of the Parent.

8.03 Maintenance of Property; Insurance . The Parent will, and will cause each of its Subsidiaries to, (i) keep all material property necessary in its business in good working order and condition (ordinary wear and tear and loss or damage by casualty or condemnation excepted), (ii) maintain insurance on the Collateral Vessels in at least such amounts and against at least such risks as are in accordance with (a) normal industry practice for similarly situated insureds and (b) the requirements set forth in Section 8.06, and (iii) furnish to the Administrative Agent, at the written request of the Administrative Agent or any Lender, a complete description of the material terms of insurance carried. In addition to the requirements of the immediately preceding sentence, the Parent will at all times cause the Required Insurance to (x) be maintained on the Collateral Vessels (with the same scope of coverage as that described in Schedule VI ) at levels which are at least as great as the respective amount described on Schedule VI and (y) comply with the insurance requirements of the Collateral Vessel Mortgages and the Secondary Collateral Vessel Mortgages, as applicable.

8.04 Corporate Franchises . The Parent will, and will cause each of its Subsidiaries, to do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises, licenses and patents (if any) used in its business, except, in the case of any Subsidiary of the Parent that is not a Guarantor, which could not be reasonably expected to have a Material Adverse Effect; provided , however , that nothing in this Section 8.04 shall prevent (i) sales or other dispositions of assets, consolidations or mergers by or involving the Parent or any of its Subsidiaries which are permitted in accordance with Section 9.02, (ii) any Subsidiary Guarantor from changing the jurisdiction of its organization to the extent permitted by Section 9.11 or (iii) the abandonment by the Parent or any of its Subsidiaries of any rights, franchises, licenses and patents that could not be reasonably expected to have a Material Adverse Effect.

8.05 Compliance with Statutes, etc. The Parent will, and will cause each of its Subsidiaries and each of its Non-Recourse Subsidiaries to, comply with all applicable statutes, regulations and orders of, and all applicable restrictions (including all laws and regulations relating to money laundering) imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property, except such non-compliances as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

cause to be paid all costs and expenses incurred in connection with such compliance (except to the extent being contested in good faith), and will keep or cause to be kept all such Collateral Vessels or Vessels or property free and clear of any Liens imposed pursuant to such Environmental Laws, in each of the foregoing cases, except to the extent any failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Parent, any of Subsidiaries of the Parent or any Non-Recourse Subsidiaries of the Parent will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Collateral Vessel or Vessel or property now or hereafter owned or operated or occupied by the Parent, any of its Subsidiaries or any of its Non-Recourse Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any ports or property except in material compliance with all applicable Environmental Laws and as reasonably required by the trade in connection with the operation, use and maintenance of any such property or otherwise in connection with their businesses or except to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent will, and will cause each of its Subsidiaries and each of its Non-Recourse Subsidiaries to, maintain insurance on the Collateral Vessels and any other Vessel in at least such amounts as are in accordance with normal industry practice for similarly situated insureds, against losses from oil spills and other environmental pollution.

(b) At the written request of the Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, the Parent or the Borrower will provide, at the Parent or the Borrower’s sole cost and expense, an environmental assessment of any Primary Collateral Vessel by such Primary Collateral Vessel’s classification society (to the extent such classification society is listed on Schedule X ) or another internationally recognized classification society reasonably acceptable to the Administrative Agent. If said classification society, in its assessment, indicates that such Primary Collateral Vessel is not in compliance with the Environmental Laws, said society shall set forth potential costs of the remediation of such non-compliance; provided that such request for an assessment may be made only if (i) there has occurred and is continuing an Event of Default, (ii) the Administrative Agent or the Required Lenders reasonably and in good faith believe that the Parent, any of its Subsidiaries or any such Primary Collateral Vessel is not in compliance with Environmental Law and such non-compliance could reasonably be expected to have a Material Adverse Effect, or (iii) the Administrative Agent or the Required Lenders reasonably and in good faith believe that circumstances exist that reasonably could be expected to form the basis of a material Environmental Claim against the Parent or any of its Subsidiaries or any such Primary Collateral Vessel. If the Parent or the Borrower fails to provide the same within 90 days after such request was made, the Administrative Agent may order the same and the Parent or the Borrower shall grant and hereby grants to the Administrative Agent and the Lenders and their agents reasonable access to such Primary Collateral Vessel and specifically grants the Administrative Agent and the Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at the Parent or the Borrower’s expense.

Parent, such Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given to or filed with or by the Parent, the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator with respect thereto: that a Reportable Event has occurred (except to the extent that the Parent has previously delivered to the Administrative Agent a certificate and notices (if any) concerning such event pursuant to the next clause hereof); that a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect to such Plan within the following 30 days; that a failure to satisfy minimum funding requirements, within the meaning of Section 412 of the Code or Section 302 of ERISA, has occurred or an application may be or has been made for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 302 or 303 of ERISA with respect to a Plan; that the actuary of a Plan (other than a Multiemployer Plan) has or will certify that the Plan is an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA; that a Plan which is a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; that any contribution required to be made with respect to a Plan or Foreign Pension Plan has not been timely made and such failure could result in a material liability for the Parent or any of its Subsidiaries; that a Plan has been or may be reasonably expected to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA with a material amount of unfunded benefit liabilities; that a Plan (in the case of a Multiemployer Plan, to the best knowledge of the Parent or any of its Subsidiaries or ERISA Affiliates) has a material Unfunded Current Liability; that proceedings may be reasonably expected to be or have been instituted by the PBGC to terminate or appoint a trustee to administer a Plan which is subject to Title IV of ERISA; that a proceeding has been instituted pursuant to Section 515 of ERISA to collect a material delinquent contribution to a Plan; that the Parent, any of its Subsidiaries or any ERISA Affiliate will or may reasonably expect to incur any material liability (including any indirect, contingent, or secondary liability) to or on account of the termination of or withdrawal from a Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 436(f), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that the Parent, or any of its Subsidiaries may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan. Upon request, the Parent will deliver to the Administrative Agent with sufficient copies to the Lenders (i) a complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service and (ii) copies of any records, documents or other information that must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA. In addition to any certificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of annual reports and any records, documents or other information required to be furnished to the PBGC, and any notices received by the Parent, any of its Subsidiaries or any ERISA Affiliate

with respect to any Plan or Foreign Pension Plan with respect to any circumstances or event that could reasonably be expected to result in a material liability shall be delivered to the Lenders no later than ten (10) days after the date such annual report has been filed with the Internal Revenue Service or such records, documents and/or information has been furnished to the PBGC or such notice has been received by the Parent, such Subsidiary or such ERISA Affiliate, as applicable.

8.08 End of Fiscal Years; Fiscal Quarters . The Parent shall cause (i) each of its, and each of its Subsidiaries’, fiscal years to end on December 31 of each year and (ii) each of its and its Subsidiaries’ fiscal quarters to end on March 31, June 30, September 30 and December 31 of each year.

8.09 Performance of Obligations . The Parent will, and will cause each of its Subsidiaries to, perform all of its obligations under the terms of each mortgage, indenture, security agreement and other debt instrument (including, without limitation, the Documents) by which it is bound, except to the extent waived by the parties thereto and except such non-performances as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

8.10 Payment of Taxes . The Parent will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all material taxes, assessments and governmental charges or levies that become due and payable which are imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims for sums that have become due and payable which, if unpaid, might become a Lien not otherwise permitted under Section 9.01(i), provided that neither the Parent nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP.

8.11 Further Assurances . (a) The Parent will, and will cause each of its Subsidiaries to, cause each Collateral and Guaranty Requirement to be satisfied at all times.

(b) The Parent, on behalf of itself and each other Credit Party, agrees that at any time and from time to time, at the expense of the Parent or such other Credit Party, it will promptly execute and deliver all further instruments and documents, and take all further action that may be reasonably necessary, or that the Administrative Agent may reasonably require, to perfect and protect any Lien granted or purported to be granted hereby or by the other Credit Documents, or to enable the Collateral Agent to exercise and enforce its rights and remedies with respect to any Collateral. Without limiting the generality of the foregoing, the Parent will, and will cause each Credit Party to, execute (to the extent applicable) and file, or cause to be filed, such financing or continuation statements under the UCC (or any non-U.S. equivalent thereto), or amendments thereto, such amendments or supplements to the Collateral Vessel Mortgages and the Secondary Collateral Vessel Mortgages (including any amendments required to maintain Liens granted by such Collateral Vessel Mortgages and such Secondary Collateral Vessel Mortgages pursuant to the effectiveness of this Agreement), and such other instruments or notices, as may be reasonably necessary, or that the Administrative Agent may reasonably require, to protect and preserve the Liens granted or purported to be granted hereby and by the other Credit Documents.

(c) Each Credit Party hereby authorizes the Collateral Agent to file one or more financing or continuation statements under the UCC (or any non-U.S. equivalent thereto), and amendments thereto, relative to all or any part of the Collateral, where permitted by law. The Collateral Agent will promptly send each Credit Party a copy of any financing or continuation statements which it may file and the filing or recordation information with respect thereto.

(d) If at any time any Subsidiary of the Parent owns a Collateral Vessel or owns, directly or indirectly, an interest in any Subsidiary which owns a Collateral Vessel and such Subsidiary has not otherwise satisfied the Collateral and Guaranty Requirements, the Parent will cause such Subsidiary (and any Subsidiary which directly or indirectly owns the Equity Interests of such Subsidiary to the extent not a Credit Party) to satisfy the Collateral and Guaranty Requirements with respect to each relevant Collateral Vessel as such Subsidiary would have been required to satisfy pursuant to Section 12.10 of this Agreement had such Subsidiary been a Credit Party on or prior to the Restatement Effective Date.

(e) If, at any time, the Parent deposits the 508 Blocked Amount into the 508 Blocked Account pursuant to Section 9.09(b), the Parent will duly execute and deliver a control agreement with respect thereto granting a first priority security interest to the Pledgee (as such term is defined in the Pari Passu Pledge Agreement) (reasonably satisfactory in all respects to such Pledgee)”.

8.12 Deposit of Earnings . Each Credit Party shall cause the earnings derived from each of the respective Collateral Vessels, to the extent constituting Earnings and Insurance Collateral or Secondary Earnings and Insurance Collateral, to be deposited by the respective account debtor in respect of such earnings into one or more of the Concentration Accounts maintained for such Credit Party from time to time. Without limiting any Credit Party’s obligations in respect of this Section 8.12, each Credit Party agrees that, in the event it receives any earnings constituting Earnings and Insurance Collateral or Secondary Earnings and Insurance Collateral, or any such earnings are deposited other than in one of the Concentration Accounts, it shall promptly deposit all such proceeds into one of the Concentration Accounts maintained for such Credit Party from time to time.

8.13 Ownership of Subsidiaries . (a) Other than “director qualifying shares”, the Parent shall at all times directly or indirectly own 100% of the Equity Interests of GMSCII, Arlington, the Borrower and each of the Subsidiary Guarantors.

(b) The Parent shall cause each Subsidiary Guarantor to at all times be directly owned by one or more Credit Parties.

(c) The Parent will cause each Collateral Vessel to be owned at all times by a single Subsidiary Guarantor that owns no other Collateral Vessels.

Bermuda, (y) the United Kingdom or (z) such other jurisdiction as is acceptable to the Required Lenders (each jurisdiction in clauses (t) through and including (z), an “ Acceptable Flag Jurisdiction ”). Notwithstanding the foregoing, any Credit Party may transfer a Collateral Vessel to another Acceptable Flag Jurisdiction pursuant to a Flag Jurisdiction Transfer.

(b) The Parent will, and will cause each Subsidiary Guarantor which owns or operates a Collateral Vessel to, be qualified to own and operate such Collateral Vessel under the laws of the Bahamas, the Republic of Malta, the Republic of Liberia, the Republic of the Marshall Islands, Bermuda, the United Kingdom, or such other jurisdiction in which such Collateral Vessel is permitted to be flagged in accordance with the terms of the related Collateral Vessel Mortgage or Secondary Collateral Vessel Mortgage, as applicable.

(c) The Parent will, and will cause each Subsidiary Guarantor which owns or operates a Collateral Vessel to, cause each Collateral Vessel to be classified in the highest class available for Vessels of its age and type with a classification society listed on Schedule X or another internationally recognized classification society acceptable to the Administrative Agent, free of any material conditions or recommendations.

8.15 Use of Proceeds .

The Borrower will use the proceeds of the Loans only as provided in Section 7.08.

8.16 Sale Vessels Disposal . Subject to compliance with Section 9.02(i), the Parent shall procure that the Credit Parties which own the Sale Vessels dispose of them on or before August 31, 2014; provided, that , (x) to the extent such disposal is consummated, the Net Cash Proceeds of such disposals shall be applied as required by Section 5.02(f) to repay the Loans, and (y) notwithstanding anything to the contrary contained in Section 5.02(c), following such disposals and as a consequence thereof the Borrower shall not be required to repay an aggregate principal amount of outstanding Loans greater than (A) with respect to the disposition of the Genmar Minotaur, the Net Cash Proceeds corresponding to the Collateral Disposition of the Genmar Minotaur and (B) with respect to the disposition of the Genmar Hope, the Net Cash Proceeds corresponding to the Collateral Disposition of the Genmar Hope.

SECTION 9. Negative Covenants . Each of the Parent, the Borrower, GMSCII and Arlington hereby covenants and agrees that on and after the Restatement Effective Date, and until all Existing Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings, together with interest and all other Credit Document Obligations incurred hereunder and thereunder, are paid in full:

whether now owned or hereafter acquired, or sell any such Applicable Property subject to an understanding or agreement, contingent or otherwise, to repurchase such Applicable Property (including sales of accounts receivable with recourse to the Parent or any of its Subsidiaries), or assign any right to receive income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 9.01 shall not prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “ Permitted Liens ”):

(i) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP;

(ii) Liens in respect of the Applicable Property imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of the Applicable Property do not materially impair the use thereof in the operation of the business of the Parent or such Subsidiary or (y) which are being contested in good faith by appropriate proceedings, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the Applicable Property subject to any such Lien;

(iii) Liens in existence on the Restatement Effective Date which are listed, and the property subject thereto described, on Schedule IV , without giving effect to any renewals or extensions of such Liens, provided that the aggregate principal amount of the Indebtedness, if any, secured by such Liens does not increase from that amount outstanding on the Restatement Effective Date, less any repayments of principal thereof;

(iv) Permitted Encumbrances;

(v) Liens created pursuant to the Security Documents;

(vi) Liens arising out of judgments, awards, decrees or attachments with respect to which the Parent or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review, provided that the aggregate amount of all such judgments, awards, decrees or attachments shall not constitute an Event of Default under Section 10.09;

(vii) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, Liens to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations in each case incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money) and Liens arising by virtue of deposits made in the ordinary course of business to secure liability for

premiums to insurance carriers; provided that the aggregate value of all cash and property at any time encumbered pursuant to this clause (vii) shall not exceed $5,000,000;

(viii) Liens in respect of seamen’s wages which are not past due and other maritime Liens for amounts not past due arising in the ordinary course of business and not yet required to be removed or discharged under the terms of the respective Collateral Vessel Mortgages;

(ix) Liens on the Applicable Property securing the obligations under the Other Credit Agreement (and any interest rate protection agreement or other hedging agreement entered into in connection therewith), provided that such Liens are subject to the provisions of the Intercreditor Agreements;

(x) Liens placed upon equipment or machinery acquired after the Restatement Effective Date and used in the ordinary course of business of the Borrower or any of its Subsidiaries and placed at the time of the acquisition thereof by the Borrower or such Subsidiary or within 90 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment or machinery or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that (x) the Indebtedness secured by such Liens is permitted by Section 9.04 and (y) in all events, the Lien encumbering the equipment or machinery so acquired does not encumber any asset of the Parent or any other asset of the Borrower or such Subsidiary;

(xi) easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of the Parent or any of its Subsidiaries;

(xii) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course of business;

(xiii) statutory and common law landlords’ liens under leases to which the Borrower or any of its Subsidiaries is a party;

(xiv) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements;

(xv) Liens (x) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets, and (y) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(xvi) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the

Parent or any Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank or banks with respect to cash management and operating account arrangements;

(xvii) to the extent required by Section 2.13(a)(i) or permitted by Section 9.04(v), Liens in respect of the cash collateralization of the Existing Letters of Credit;

(xviii) Liens securing obligations in respect of Indebtedness permitted pursuant to Section 9.04(vi) (including any Liens on cash required to cash collateralize letters of credit permitted pursuant to Section 9.04(vi) in an aggregate amount not to exceed $5,000,000 at any time); provided that at no time will any Indebtedness incurred by the Parent or any of its Subsidiaries from Oaktree Capital Management L.P. or any of its Affiliates be permitted to be secured pursuant to this clause (xviii);

(xix) Liens permitted at the time they were created;

(xx) Liens on (a) the Vessels acquired in a Permitted New Vessel Acquisition, (b) the related earnings and insurance of such Vessels and (c) the Equity Interests in the Vessel SPVs which own such Vessels, in each case to secure the Indebtedness permitted to be incurred under Section 9.17 in order to finance the corresponding Financed Purchase Price;

(xxi) Liens on (a) the 2014 Newbuilding Vessels, (b) the related earnings and insurance of such Vessels and (c) the Equity Interests in and other assets of the 2014 Newbuilding Holdco and the 2014 Newbuilding Vessel Subsidiaries, in each case to secure the Permitted 2014 Newbuilding Indebtedness and related interest rate hedge agreements; and

(xxii) deposits in connection with the acquisition of Vessels; provided that such deposits are funded solely from the Equity Proceeds Amount.

In connection with the granting of Liens described above in this Section 9.01 by the Parent or any of its Subsidiaries, the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien subordination agreements in favor of the holder or holders of such Liens, in respect of the item or items of equipment or other assets subject to such Liens).

9.02 Consolidation, Merger, Sale of Assets, etc. The Parent will not, and will not permit any of its Subsidiaries to wind up, liquidate or dissolve its affairs or enter into any transaction of merger, consolidation or amalgamation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or substantially all of its assets (other than Margin Stock) or any of the Collateral, or enter into any sale-leaseback transactions involving any of the Collateral (or agree to do so at any future time), except that:

(i) the Parent and each of its Subsidiaries may sell, lease or otherwise dispose of any Primary Collateral Vessels, provided that (I)(A) such sale is made at Fair Market Value (as determined in accordance with the appraisal report most recently delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(d) or delivered at the time of such sale to the Administrative Agent by the Parent),

(B) 100% of the consideration in respect of such sale shall consist of cash or Cash Equivalents (unless the Primary Collateral Vessel is being sold to the Parent or a Subsidiary of the Parent, in which case the sale shall consist of cash only) received by the Borrower, or to the respective Subsidiary Guarantor which owned such Primary Collateral Vessel, on the date of consummation of such sale and (C) the Net Cash Proceeds of such sale, lease or other disposition shall be applied as required by Section 5.02 to repay the Loans and/or cash collateralize the Existing Letters of Credit; provided, further, that the Parent shall have delivered to the Administrative Agent an officer’s certificate, certified by the senior financial officer of the Parent, demonstrating pro forma compliance (giving effect to such Collateral Disposition and, in the case of calculations involving the appraised value of Collateral Vessels, using valuations consistent with the appraisal report most recently delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(d)) with each of the Financial Covenants (except compliance with the Financial Covenants set forth in Section 9.09 of this Agreement shall not be required to be evidenced, established or demonstrated by such certificate in the case of a Permitted Sale) for the most recently ended Test Period for which financial statements under Section 8.01(a) or (b) are due; provided that, with respect to any Test Period ending on December 31, the Parent shall deliver unaudited financial statements as at the end of such Test Period at the time of such sale but only if such sale occurs more than 45 days (and less than 90 days) after the end of such Test Period (or at the time of such sale, as applicable) setting forth the calculations required to make such determination in reasonable detail, and (II) at least five Business Days (or such other period as shall be agreed by the Borrower and the Administrative Agent) prior written notice of the proposed sale, lease or other disposition of a Primary Collateral Vessel shall have been given to the Collateral Agent, which notice shall set forth the expected closing date of such sale, lease or other disposition and the date of the corresponding repayment of Loans;

(ii) subject to compliance with Section 5.02(c), the Parent and its Subsidiaries may sell, lease or otherwise dispose of any Secondary Collateral to the extent such sale, lease or disposition is permitted pursuant to the terms of the Other Credit Agreement and the Intercreditor Agreements; provided that (x) the consent of the Required Lenders shall be required if the Required Lenders (under and as defined in the Other Credit Agreement) were required to consent and have consented to the Net Cash Proceeds of such sale, lease or disposition not being applied to repay loans under the Other Credit Agreement and (y) notwithstanding anything to the contrary contained in this clause (ii), at no time may any Secondary Collateral be sold, leased or otherwise disposed of to the extent that a Default or an Event of Default under Section 9.09(b) would occur as a result thereof;

(iii) the Parent and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale);

(iv) (A) the Borrower, GMSCII, Arlington and any Subsidiary Guarantor may transfer assets or lease to or acquire or lease assets from the Borrower, GMSCII, Arlington or any other Subsidiary Guarantor, or any Subsidiary Guarantor may be

merged into the Borrower, GMSCII, Arlington or any other Subsidiary Guarantor; provided that the Borrower, GMSCII, Arlington or such Subsidiary Guarantor, as the case may be, will be a successor in interest to all rights, titles and interest of such merged Subsidiary Guarantor and, in each case so long as all actions necessary or desirable to preserve, protect and maintain the security interest and Lien of the Collateral Agent in any Collateral held by any Person involved in any such transaction are taken to the satisfaction of the Collateral Agent and (B) any Subsidiary of the Parent (other than the Borrower, GMSCII, Arlington, any Subsidiary Guarantor and 2014 Newbuilding Holdco and any Subsidiary thereof) may transfer assets or lease to or acquire or lease assets from any other Subsidiary of the Parent, or any other Subsidiary of the Parent (other than the Borrower, GMSCII, Arlington, any Subsidiary Guarantor and 2014 Newbuilding Holdco and any Subsidiary thereof) may be merged into any other Subsidiary of the Parent, in each case so long as all actions necessary or desirable to preserve, protect and maintain the security interest and Lien of the Collateral Agent in any Collateral held by any Person involved in any such transaction are taken to the satisfaction of the Collateral Agent;

(v) following a Collateral Disposition permitted by this Agreement, the Subsidiary Guarantor which owned the Collateral Vessel that is the subject of such Collateral Disposition may dissolve, provided that (x) the Net Cash Proceeds from such Collateral Disposition shall be applied (i) in the case of a Primary Collateral Vessel, as required by Section 5.02 to repay the Loans and (ii) in the case of a Secondary Collateral Vessel, as required by the Other Credit Agreement to repay loans thereunder and hereunder to the extent required pursuant to Section 5.02, (y) all of the proceeds of such dissolution shall be paid only to a Credit Party and (z) no Default or Event of Default is continuing unremedied at the time of such dissolution;

(vi) any Subsidiary which (x) is not a Subsidiary Guarantor and (y) has $5,000 or less in assets (including, without limitation, Equity Interests) may wind up, liquidate or dissolve;

(vii) subject to compliance with Section 8.16, the Credit Parties which own the Sale Vessels may dispose of the Sale Vessels;

(viii) each of 2014 Newbuilding Holdco and any Subsidiary thereof may convey, sell, lease or otherwise dispose of any of its assets (including the disposal of the 2014 Newbuilding Subsidiaries or any Subsidiaries thereof, the disposition of any 2014 Newbuilding Contracts or any 2014 Newbuilding Vessels) and enter into any agreement of merger, consolidation or amalgamation; and the Parent may convey, sell or otherwise dispose of the Equity Interests of the 2014 Newbuilding Holdco; provided that, in each case, (1) either such transaction is between and among 2014 Newbuilding Holdco and its Subsidiaries or (2) in the event clause (1) does not apply, (x) no Event of Default then exists or would result therefrom, (y) such transaction shall be on an arm’s-length basis and for cash, Cash Equivalents or Equity Interests in such other Person at fair market value (as determined in good faith by the Parent at the time of the respective sale) and (z) after giving effect to such transaction, the ratio of the Permitted 2014 Newbuilding Indebtedness to the Fair Market Value of the 2014 Newbuilding Vessels owned by the 2014 Newbuilding Subsidiaries at that time shall not exceed such ratio as determined

immediately prior to giving effect to such transaction. In order to comply with clause (z) of this Section 9.02(viii), the Permitted 2014 Newbuilding Indebtedness may be reduced either through a cash repayment or through the assumption thereof by a Person other than the Parent or any Subsidiary thereof (in which event neither the Parent nor any Subsidiary thereof shall have any obligations with respect to such assigned Permitted 2014 Newbuilding Indebtedness);

(ix) General Maritime Management and Unique Tankers may convey, sell, lease or otherwise dispose of any of its assets related to the Unique Tankers Pool (including the disposal by General Maritime Management of its Equity Interests in Unique Tankers); and

(x) the Merger shall be permitted; provided that, (1) no Event of Default exists as of the Merger Effective Time or would result therefrom, (2) the Equity Purchase Agreement shall be in full force and effect as of the Merger Effective Time and no default shall have occurred thereunder, (3) any cash consideration for the Merger and any other cash payments made by the Parent in connection therewith (including, without limitation, advisory and/or consultancy fees, counsel fees and break-up fees) shall have been funded solely from the Equity Proceeds Amount, (4) the Collateral and Guarantee Requirements shall remain satisfied after giving effect thereto (including, without limitation, all filings and recordings necessary or desirable to maintain the perfection of the security interests in favor of the Collateral Agent after giving effect to the Merger and the name changes contemplated in connection therewith) and (5) each Lender shall have received, at least 10 Business Days prior to the consummation of the Merger, all documentation and other information in respect of the Parent and its Subsidiaries reasonably requested by it in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, after giving effect to the Merger.

To the extent the Required Lenders (or to the extent required pursuant to Section 12.12(a), all Lenders) waive the provisions of this Section 9.02 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 9.02, such Collateral (unless sold to the Parent or a Subsidiary of the Parent) shall be sold free and clear of the Liens created by the Security Documents, and the Administrative Agent and Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Notwithstanding anything to the contrary contained above, the foregoing covenant shall not be violated as a result of sales of Margin Stock for cash at fair market value (as determined in good faith by the Parent at the time of the respective sale).

9.03 Dividends . The Parent will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Parent or any of its Subsidiaries, except that:

may pay Dividends to its shareholders generally so long as the Parent and/or its respective Subsidiaries which own Equity Interests in the Subsidiary paying such Dividends receive at least their proportionate share thereof (based upon their relative holdings of the Equity Interests in the Subsidiary paying such cash Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary);

(ii) so long as no Event of Default (both before and after giving effect to the payment thereof) has occurred and is continuing, the Parent may repurchase its outstanding Equity Interests (or options to purchase such equity) theretofore held by its or any of its Subsidiaries’ employees, officers or directors following the death, disability, retirement or termination of employment of employees, officers or directors of the Parent or any of its Subsidiaries, provided that the aggregate amount expended to so repurchase equity of the Parent shall not exceed $2,000,000 in any fiscal year of the Parent; and

(iii) after the Merger Effective Time, so long as no cash, Indebtedness or other property of the Parent and its Subsidiaries is being paid by the Parent to such employees, former employees, directors or former directors in connection with such repurchase (A) the Parent may repurchase its outstanding Equity Interests held by its or any of its Subsidiary’s employees, former employees, directors and former directors pursuant to (i) that certain Stock Option Grant Agreement, dated as of July 8, 2014, by and between Navig8 and L. Spenser Wells, as amended, supplemented or modified from time to time, (ii) that certain General Maritime Corporation 2012 Equity Incentive Plan and (iii) any grants or awards issued under any future management incentive plan entered into by Parent or any of its Subsidiaries, in each case, in connection with any exercise by such employees, former employees, directors or former directors to purchase the Parent’s Equity Interest and (B) the Parent may repurchase its outstanding Equity Interests in an amount equal to the value of any withholding taxes in connection with the vesting of any Equity Interests granted to its employees and directors.

9.04 Indebtedness . The Parent will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness other than:

(i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents;

(ii) Indebtedness of the Credit Parties incurred pursuant to the Other Credit Agreement in an aggregate principal amount not to exceed $273,802,583.31 at any time outstanding less any repayments thereof made after the Restatement Effective Date;

(iii) Interest Rate Protection Agreements and Other Hedging Agreements in respect of currencies entered into in the ordinary course of business and consistent with past practices; provided that (x) in the case of Interest Rate Protection Agreements, the term thereof does not extend beyond the Maturity Date and (y) in the case of Other Hedging Agreements in respect of currencies, the term thereof does not exceed six months.

(iv) Intercompany indebtedness permitted pursuant to Sections 9.05(iii) and 9.05(viii);

(v) Indebtedness evidenced by the Existing Letters of Credit, as such Existing Letters of Credit may be replaced from time to time;

(vi) so long as no Event of Default then exists or would result therefrom, additional Indebtedness incurred by the Parent, the Borrower or any other Credit Party that does not own a Collateral Vessel at the time such Indebtedness is incurred in an aggregate principal amount not to exceed $10,000,000 (or, in the case of Indebtedness in respect of letters of credit, $5,000,000) at any one time outstanding;

(vii) Indebtedness of the Parent and the Subsidiaries of the Parent other than the Credit Parties incurred to finance the Financed Purchase Price of a Permitted New Vessel Acquisition; provided that the amortization of such Indebtedness shall be no greater than a straight line amortization reducing such Indebtedness to $0 upon the corresponding Vessel becoming 15 years old;

(viii) Indebtedness of the Parent under the BlueMountain Parent Indebtedness; and

(ix) Permitted 2014 Newbuilding Indebtedness.

9.05 Advances, Investments and Loans . The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any Margin Stock (or other Equity Interests), or make any capital contribution to any other Person (each of the foregoing an “ Investment ” and, collectively, “ Investments ”), except that:

(i) the Parent and its Subsidiaries may acquire and hold accounts receivable owing to any of them and Cash Equivalents;

(ii) so long as no Event of Default exists or would result therefrom, the Parent and its Subsidiaries may make loans and advances in the ordinary course of business to its employees, officers and directors other than officers and directors of Persons which own Equity Interests, directly or indirectly, of the Parent and constitute Affiliates of the Parent or persons employed by any such Affiliates (not including, for the avoidance of doubt, the operational managers of any Credit Party) so long as the aggregate principal amount thereof at any time outstanding which are made on or after the Original Effective Date (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000;

(iii) the Credit Parties may make intercompany loans and advances among one another, and Subsidiaries of the Parent (other than the Credit Parties) may make intercompany loans and advances to the Parent or any other Subsidiary of the Parent (other than any Non-Recourse Subsidiary), provided that any such loans or advances to a Credit Party pursuant to this clause shall be unsecured and subordinated to the

Obligations of the respective Credit Party pursuant to written subordination provisions in the form of Exhibit N;

(iv) the Parent and its Subsidiaries may sell or transfer assets to the extent permitted by Section 9.02;

(v) the Parent may make Investments in GMSCII, Arlington and the Borrower, and GMSCII, Arlington and the Borrower may make equity Investments in the Subsidiary Guarantors;

(vi) each of Parent, GMSCII, Arlington and the Borrower may make Investments in its respective Subsidiaries that are not Subsidiary Guarantors (including, for the avoidance of doubt, Unique Tankers) to the extent funded (and only to the extent funded) with the Equity Proceeds Amount; provided that for all Investments made pursuant to this clause (vi), no Event of Default has occurred and is continuing (or would arise after giving effect thereto) at the time any such Investment is made unless such Investment is funded with the Net Cash Proceeds of an Equity Investment made no earlier than six months prior to the date on which such Investment is made;

(vii) Investments existing on the Restatement Effective Date and described on Schedule XI , without giving effect to any additions thereto or replacement thereof;

(viii) the Parent may make loans, advances and Investments in other Subsidiaries of the Parent (other than (i) the Credit Parties and (ii) Non-Recourse Subsidiaries);

(ix) the Parent and its Subsidiaries may make Investments in amounts required to fund charter costs and actual expenses relating to operating Vessels leased or chartered as of the date hereof by General Maritime NSF Corporation, GMR Concord LLC, GMR Contest LLC and GMR Concept LLC; provided that such Investments may only be made in good faith and only to the extent necessary to fund such costs and expenses after taking into account the cash and Cash Equivalents held by such Subsidiary;

(x) the Parent and its Subsidiaries may make equity Investments in a special purpose entity (a “ Vessel SPV ”) which owns a Vessel or Vessels acquired in each case in Permitted New Vessel Acquisitions in accordance with the proviso of Section 9.07;

(xi) the Parent and its Subsidiaries may acquire Investments in connection with any transaction permitted by Section 9.02(viii); and

(xii) the Parent and its Subsidiaries may make Investments permitted or required by Sections 9.02(x), 9.19 and 9.21.

9.06 Transactions with Affiliates . The Parent will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of such Person, other than on terms and conditions no less favorable to such Person as would be obtained by such Person at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that:

(i) Dividends may be paid to the extent provided in Section 9.03;

(ii) loans and Investments may be made and other transactions may be entered into between the Parent and its Subsidiaries to the extent permitted by Sections 9.04 and 9.05;

(iii) as long as the Parent has an independent compensation committee, directors’ fees as determined by such independent compensation committee and, at any time the Parent does not have an independent compensation committee, the Parent may pay reasonable directors’ fees;

(iv) the Parent and its Subsidiaries may enter into employment agreements or arrangements with their respective officers and employees in the ordinary course of business;

(v) the Parent and its Subsidiaries may pay management fees to Wholly-Owned Subsidiaries of the Parent in the ordinary course of business;

(vi) the transactions in existence on the Restatement Effective Date which are listed on Schedule XIII shall be permitted; and

(vii) technical, administrative and commercial management agreements with Navig8 Group in the form disclosed to the Lenders prior to the Sixth Amendment Effective Date, as such agreements may be amended from time to time in a matter that is not adverse to the Parent and its Subsidiaries.

9.07 Capital Expenditures . The Parent will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures at any time prior to the Trigger Date and at any time that the Parent and its Subsidiaries have a Loan to Value Ratio of greater than 0.60 to 1.00, other than (i) maintenance Capital Expenditures incurred in the ordinary course of business or consistent with past practice, (ii) acquisitions of new Vessels and (iii) other Capital Expenditures not in the ordinary course of business, in the case of clauses (ii) and (iii) only to the extent funded (and only to the extent funded) with the Equity Proceeds Amount. At any time after the Trigger Date provided that the Parent and its Subsidiaries have a Loan to Value Ratio of less than or equal to 0.60 to 1.00 at such time, the Parent and its Subsidiaries may make any Capital Expenditures at such time; provided , that , notwithstanding anything to the contrary contained in this Section 9.07, the Parent and its Subsidiaries may acquire new Vessels, provided that (I) no Default or Event of Default has occurred and is continuing (or would arise after giving effect thereto) at the time any such acquisition is made, (II) the Parent and its Subsidiaries have a Loan to Value Ratio equal to or less than 0.60 to 1.00 at the time any such acquisition is made, (III) the Interest Expense Coverage Ratio (calculated on a pro forma basis after giving effect to such acquisition and the incurrence of any Indebtedness to finance such acquisition, for the most recently ended Test Period for which financial statements under Section 8.01(a) or (b) are due) is greater than 2.00:1.00, (IV) the aggregate principal amount of any Indebtedness incurred to finance such acquisition (the “ Financed Purchase Price ”) does not exceed 55% of the lesser of (x) the fair market value of such Vessel on the basis of an individual charter-free arm’s length transaction between a willing and able buyer and seller not under duress at set forth in the

appraisals of at least two Approved Appraisers and (y) the acquisition price of such Vessel and (V) the remaining portion of the purchase price for such acquisition not constituting Financed Purchase Price shall be funded with the Equity Proceeds Amount (any such acquisition, a “ Permitted New Vessel Acquisition ”); provided , further , that , notwithstanding anything to the contrary contained in this Section 9.07, the Parent and its Subsidiaries may consummate the 2014 Newbuilding Acquisition in accordance with the definition thereof.

9.08 Minimum Cash Balance . The Parent will not permit the Unrestricted Cash and Cash Equivalents held by the Parent and its Subsidiaries (other than amounts on deposit in the Blocked Accounts, if any) to be less than (x) $10,000,000 at any time from the Third Amendment Effective Date to and including December 31, 2014, (y) $15,000,000 at any time from January 1, 2015 to and including December 31, 2015 and (z) $20,000,000 at any time after January 1, 2016.

9.09 Collateral Maintenance . (a) The Parent will not permit the aggregate Fair Market Value of all Collateral Vessels owned by the Credit Parties which have not been sold, transferred, lost or otherwise disposed of at any time (such value, the “Aggregate Collateral Vessel Value”), as determined by the most recent appraisal delivered by the Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(d), at any time to equal less than (I) from the Third Amendment to and including June 30, 2015, 110% of an amount equal to (x) the amount of the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time, (II) from July 1, 2015 to and including December 31, 2016, 115% of an amount equal to (x) the amount of the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time and (III) thereafter, 120% of an amount equal to (x) the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time; provided that, so long as any default in respect of this Section 9.09(a) is not caused by any voluntary Collateral Disposition, such default shall not constitute an Event of Default (but shall constitute a Default) so long as within 45 days of the occurrence of such default, the Borrower shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) (it being understood that (a) the Borrower may, in its sole discretion, decide whether the additional collateral posted to cure such default shall constitute Primary Collateral or Secondary Collateral and (b) cash denominated in US$ Dollars shall always be deemed to constitute collateral satisfactory to the Required Lenders and shall be valued at par) or (ii) make such repayment of Loans under this Agreement and loans under the Other Credit Agreement on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time, in each case in an amount sufficient to cure such default (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09(a) to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto).

(b) In order to comply with clauses (I), (II) and (III) of Section 9.09(a) above, the Parent may, at any time, deposit into the 508 Blocked Account and the 273 Blocked

Account on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time (the amount of Unrestricted Cash and Cash Equivalents so deposited in the 508 Blocked Account being the “508 Blocked Amount”), an amount of Unrestricted Cash and Cash Equivalents held by the Parent and its Subsidiaries at such time such that, after giving effect to such deposit, the Parent would be in compliance with the provisions of Section 9.09(a) at such time; provided that, at such time, the Parent shall have furnished to the Administrative Agent a certificate of the senior financial officer of the Parent setting forth the calculations required to establish the amount of the Unrestricted Cash and Cash Equivalents that are required by the Parent in order to establish compliance with the provisions of this Section 9.09 at the time of such deposit. Amounts on deposit in the 508 Blocked Account may be released from the 508 Blocked Account at such time as the Parent shall have furnished to the Administrative Agent a certificate of the senior financial officer of the Parent setting forth the calculations required to establish compliance with the provisions of this Section 9.09 without the deduction of any such Unrestricted Cash and Cash Equivalents so long as no Default or Event of Default exists at such time or would result under Section 9.09 or otherwise from the withdrawal of from the 508 Blocked Account. The Collateral Agent may apply the amounts on deposit in the 508 Blocked Account in accordance with the Credit Documents at any time if an Event of Default exists at such time.

9.10 Interest Expense Coverage Ratio . The Parent will not permit the Interest Expense Coverage Ratio for any Test Period ending on the last day of a fiscal quarter of the Parent set forth below to be less than the ratio set forth opposite such fiscal quarter below:

Fiscal Quarter Ending		Ratio
March 31, 2016		1.00:1.00
June 30, 2016		1.25:1.00
September 30, 2016		1.50:1.00
December 31, 2016		1.75:1.00
Maturity Date		2.00:1.00

9.11 Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. The Parent will not, and will not permit any Subsidiary Guarantor to, amend, modify or change its Certificate of Incorporation, Certificate of Formation (including, without limitation, by the filing or modification of any certificate of designation), By-Laws, limited liability company agreement, partnership agreement (or equivalent organizational documents) or any agreement entered into by it with respect to its Equity Interests (including any Shareholders’ Agreement), or enter into any new agreement with respect to its capital stock or membership interests (or equivalent interests), other than any amendments, modifications or changes or any such new agreements which are not in any way materially adverse to the interests of the Lenders. Notwithstanding the foregoing, upon not less than 30 days prior written notice to the Administrative Agent and so long as no Default or Event of Default exists and is continuing, any Subsidiary Guarantor may change its jurisdiction of organization to another jurisdiction

reasonably satisfactory to the Administrative Agent, provided that any Subsidiary Guarantor that has entered into the Security Documents or the Secondary Security Documents hereunder shall promptly take all actions reasonably deemed necessary by the Collateral Agent to preserve, protect and maintain, without interruption, the security interest and Lien of the Collateral Agent in any Collateral owned by such Subsidiary Guarantor to the satisfaction of the Collateral Agent, and such Subsidiary Guarantor shall have provided to the Administrative Agent and the Lenders such opinions of counsel as may be reasonably requested by the Administrative Agent to assure itself that the conditions of this proviso have been satisfied.

9.12 Limitation on Certain Restrictions on Subsidiaries . The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Parent or any Subsidiary of the Parent, or pay any Indebtedness owed to the Parent or a Subsidiary of the Parent, (b) make loans or advances to the Parent or any of the Parent’s Subsidiaries or (c) transfer any of its properties or assets to the Parent or any of the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the Other Credit Agreement as in effect on the Restatement Effective Date, or any refinancing thereof or amendments thereto, and the other Other Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent or a Subsidiary of the Parent, (v) customary provisions restricting assignment of any agreement entered into by the Parent or a Subsidiary of the Parent in the ordinary course of business, (vi) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto, (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Original Effective Date in accordance with the provisions of this Agreement, (viii) Non-Recourse Indebtedness, and (ix) with respect to the 2014 Newbuilding Holdco and the 2014 Newbuilding Vessel Subsidiaries, the BlueMountain Parent Indebtedness and the Permitted 2014 Newbuilding Indebtedness.

9.13 Limitation on Issuance of Equity Interests . (a) The Parent will not issue, and will not permit any Subsidiary to issue, any preferred stock (or equivalent equity interests) other than Qualified Preferred Stock.

(b) The Parent will not permit GMSCII, Arlington, the Borrower or any Subsidiary Guarantor described in clause (x) or (y) of the definition thereof to issue any capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Parent or any of its Subsidiaries in any class of the capital stock of such Subsidiary, (iii) to qualify directors to the extent required by applicable law and (iv) to such Person’s shareholders or in connection with any Investment permitted under this Agreement. All capital stock of the Borrower, Arlington, GMSCII or any Subsidiary Guarantor described in clause (x) or (y) of the definition thereof issued in accordance with this Section 9.13(b) shall be delivered to the Collateral Agent pursuant to the Pledge Agreement or the Secondary Pledge Agreement, as applicable, subject to the Intercreditor Agreements.

9.14 Business . The Parent, its Subsidiaries and its Non-Recourse Subsidiaries will not engage in any business other than the businesses in which any of them is engaged in as of the Restatement Effective Date (or, in the case of any Subsidiary or any Non-Recourse Subsidiary that is formed or incorporated after the Restatement Effective Date, any business in which the Parent, any other Subsidiary or any other Non-Recourse Subsidiary is engaged as of the Restatement Effective Date) and activities directly related thereto, and similar or related maritime businesses. It being understood that no Subsidiary Guarantor which owns a Collateral Vessel will engage directly or indirectly in any business other than the business of owning and operating Collateral Vessels and businesses ancillary or complementary thereto, except that, to the extent that any Subsidiary that owns a Secondary Collateral Vessel is permitted under the Other Credit Agreement to engage in any business other than the business of owning and operating Collateral Vessels and businesses ancillary or complementary thereto, such change in the business of such Subsidiary Guarantor shall be permitted to do so hereunder automatically.

9.15 Jurisdiction of Employment; Chartering In Contracts . (a) The Parent will not, and will not permit the Subsidiary Guarantors or any third party charterer of a Collateral Vessel to, employ or cause to be employed any Collateral Vessel in any country or jurisdiction in which (i) the Borrower, the Subsidiary Guarantors or such third party charterer of a Collateral Vessel is prohibited by law from doing business, (ii) the Lien created by the applicable Collateral Vessel Mortgage or Secondary Collateral Vessel Mortgage, as applicable, will be rendered unenforceable or (iii) the Collateral Agent’s foreclosure or enforcement rights will be materially impaired or hindered.

(b) Prior to the Trigger Date and at any time that the Parent and its Subsidiaries have a Loan to Value Ratio of greater than 0.60 to 1.00, the Parent will not, and will not permit any Subsidiary to, enter into any contract to charter in or cause to be chartered in any Vessel for a period of 12 months or greater (including any renewal or extension option) as of the execution date of such contract unless the Administrative Agent consents in its sole discretion to such contract.

9.16 Bank Accounts .

The Parent will not and will not permit any Subsidiary to maintain any deposit, savings, investment or other similar accounts other than (i) the Concentration Accounts, (ii) the 508 Blocked Account (if applicable), (iii) an account maintained at Deutsche Bank as of the Restatement Effective Date in the name of General Maritime Subsidiary Corporation, (iv) an account maintained at DNB Bank ASA as of the Restatement Effective Date in the name of General Maritime Subsidiary Corporation, (v) zero balance accounts in the name of the Parent or any Subsidiary thereof, (vi) any payroll account or accounts opened and maintained by the Parent or a Subsidiary thereof at any time provided that the aggregate amount of cash deposited by the Parent and its Subsidiaries in such payroll account(s) does not exceed, together with the amount deposited in the account referenced in clauses (iii) through and including (v), $5,000,000 at any time, (vii) any account or accounts opened and maintained by 2014 Newbuilding Holdco and/or the 2014 Newbuilding Subsidiaries, (viii) any account or accounts opened and maintained by Merger Sub and its Subsidiaries and (ix) an account maintained at the Administrative Agent for the Unique Tankers Pool. Each of the accounts described above (other than those referred to in clauses (iii) through (ix)) shall be subject to (1) a control agreement providing that such

account shall be under the control of the Collateral Agent, as agent for the Secured Creditors, and (2) a first priority security interest in favor of the Collateral Agent, for the benefit of the Secured Creditors, to secure the Obligations.

9.17 Indebtedness of Non-Recourse Subsidiaries . Non-Recourse Subsidiaries will not contract, create, incur, assume or suffer to exist any Indebtedness other than Indebtedness incurred to finance the acquisition of new Vessels or to finance any of the activities such Non-Recourse Subsidiaries are permitted to engage in pursuant to Section 9.14, provided that (I) if any such Vessel is being so acquired prior the Trigger Date, then (i) the aggregate principal amount of such Indebtedness shall not exceed 60% of the lesser of (x) the fair market value of such Vessel on the basis of an individual charter-free arm’s-length transaction between a willing and able buyer and seller not under duress as set forth in at least one appraisal and (y) the acquisition price of such Vessel, (ii) no amortization of such Indebtedness shall be permitted prior to June 30, 2014 and (iii) the Weighted Average Life to Maturity of such Indebtedness shall be at least one year longer than the Weighted Average Life to Maturity of the Loans at the time such Indebtedness is incurred, and (II) if any such Vessel is being so acquired on or after the Trigger Date, then the aggregate principal amount of such Indebtedness shall not exceed 70% of the lesser of (x) the fair market value of such Vessel on the basis of an individual charter-free arm’s-length transaction between a willing and able buyer and seller not under duress as set forth in the appraisals of at least two Approved Appraisers and (y) the acquisition price of such Vessel.

9.18 Prepayments, Etc. of Wells Fargo Indebtedness . The Parent will not, and will not permit any Subsidiary to, repay, prepay, redeem, purchase, defease or otherwise satisfy in any manner the Wells Fargo Indebtedness, except (i) the refinancing thereof with any Indebtedness permitted under Section 9.04(vi) and (ii) to the extent such repayment, prepayment, redemption, purchase, defease or satisfaction is funded (and only to the extent funded) with the Equity Proceeds Amount.

9.19 Special Provisions Relating to the 2014 Newbuilding Acquisition and Related Transactions .

Notwithstanding anything to the contrary set forth in this Agreement and any other Credit Documents. the Parent will not, and will not permit any Subsidiary to:

(i) make any payments (x) under the 2014 Newbuilding Contracts and/or (y) related to any financing costs and expenses associated with the BlueMountain Parent Indebtedness and/or the Permitted 2014 Newbuilding Indebtedness unless, in each case, funded solely from the Equity Proceeds Amount, the March 2014 Equity Issuance, the BlueMountain Parent Indebtedness and the Permitted 2014 Newbuilding Indebtedness;

(ii) amend or modify any provision of the 2014 Newbuilding Contracts (x) to increase the amount of any payments due thereunder by more than $10,000,000 in the aggregate per each 2014 Newbuilding Vessel or (y) change the type of any 2014 Newbuilding Vessel so that it does not constitute or cannot be characterized as a VLCC;

(iii) amend, modify, prepay or redeem the BlueMountain Parent Indebtedness in a manner such that such BlueMountain Parent Indebtedness will not comply with the terms of the definition thereof, or pay any interest in respect thereof in cash other than, in each case, from the Equity Proceeds Amount and the amount of any cash dividends or distributions received by the Parent from 2014 Newbuilding Holdco;

(iv) amend, modify, prepay or redeem the Permitted 2014 Newbuilding Indebtedness in a manner such that such Permitted 2014 Newbuilding Indebtedness will not comply with the terms of the definition thereof;

(v) make any Investment in 2014 Newbuilding Holdco or any of its Subsidiaries other than:

(1) any such Investment funded from (A) the Equity Proceeds Amount including any such Investment required under Section 9.19(vi), (B) the net cash proceeds of the BlueMountain Parent Indebtedness and/or (C) net cash proceeds of the Permitted 2014 Newbuilding Indebtedness, and/or

(2) additional Investments in an amount not to exceed at any time outstanding the aggregate of (A) $5,000,000 plus (B) the amount of any cash dividends and cash distributions previously received by the Parent from 2014 Newbuilding Holdco or any of its Subsidiaries and not subsequently invested by the Parent in 2014 Newbuilding Holdco or any of its Subsidiaries or used to fund cash interest payments in respect of the BlueMountain Parent Indebtedness pursuant to clause (iii) above); provided that, in the case of this clause (2), at the time of such Investment and, after giving effect thereto

(x) no Default or Event of Default exists and is continuing and,

(y) the aggregate amount of cash and Cash Equivalents held by 2014 Newbuilding Holdco and its Subsidiaries shall not exceed $5,000,000 plus the amount of Investments which the Parent is permitted to make under clause (2)(B) above (it being understood that 2014 Newbuilding Holdco and its Subsidiaries are permitted to hold and shall not be required to dividend or distribute cash and Cash Equivalents in excess of $5,000,000);

(vi) take delivery of any 2014 Newbuilding Vessel pursuant to a 2014 Newbuilding Contract unless prior thereto, the Parent shall have received net cash proceeds of at least $5,000,000 for such 2014 Newbuilding Vessel from the issuance of its Equity Interests after March 21, 2014, which net cash proceeds may be invested by the Parent and its Subsidiaries in 2014 Newbuilding Holdco or any of its Subsidiaries for use as working capital; and

(vii) in the event that the documentation governing the BlueMountain Parent Indebtedness or the Permitted Newbuilding Indebtedness contains any financial maintenance

covenant (other than a collateral maintenance test) applicable to the Parent that is more favorable to the lenders or providers thereunder than to the Lenders, this Agreement shall automatically be amended to include such more favorable financial maintenance covenant (including any definitions used therein) without any further action or consent of the Borrower and the Administrative Agent shall be permitted to amend this Agreement to reflect such financial maintenance covenant (it being understood and agreed that the Borrower shall be deemed to have consented to such amendment and authorized the Administrative Agent to effect such amendment on its behalf).

9.20 Chartering Arrangements .

Notwithstanding anything to the contrary set forth in this Agreement and any other Credit Documents, with respect to any charter of a Collateral Vessel through the Unique Tankers Pool, such charter may only be entered into between the Subsidiary Guarantor which owns such Collateral Vessels and Unique Tankers and in no event shall the Parent or any Subsidiary thereof (other than the Subsidiary Guarantor owning such Collateral Vessel) have any obligations thereunder.

9.21 Special Provisions Relating to Merger Sub and its Subsidiaries .

Notwithstanding anything to the contrary set forth in this Agreement and any other Credit Documents, the Parent will not, and will not permit any Subsidiary (other than Merger Sub and its Subsidiaries) to:

(i) make any cash payments related to the Merger (including, without limitation, cash payments to shareholders, payments under consulting agreements with Gary Brocklesby and Nicolas Busch, and advisory fees) unless funded solely from cash and Cash Equivalents of Navig8 and its Subsidiaries; provided that an amount of up to $5,000,000 for cash payments to shareholders may be funded from cash and Cash Equivalents of 2014 Newbuilding Holdco and its Subsidiaries; provided that any amount so funded is reimbursed from the cash and Cash Equivalents of Navig8 and its Subsidiaries within 30 days of consummation of the Merger;

(ii) make any Investment in or other payment to Merger Sub or any of its Subsidiaries unless funded solely from the Equity Proceeds Amount (but only to the extent resulting from the Net Cash Proceeds of Equity Interests received after the Sixth Amendment Effective Date);

(iii) incur, assume, secure, guarantee or be or become liable for any Indebtedness or any obligations under any newbuild or vessel acquisition contract of Navig8 or any of its Subsidiaries;

(iv) amend, modify or waive any provision of the Merger Agreement or the Navig8 Equity Purchase Agreement in a manner adverse to the interests of the Lenders; or

(v) exercise its election to make any cash payments pursuant to Article IX ( Indemnification ) of the Merger Agreement except to the extent commercially reasonable in connection with complying with U.S. securities laws.

SECTION 10. Events of Default . Upon the occurrence of any of the following specified events (each an “ Event of Default ”):

10.01 Payments . The Borrower shall (i) default in the payment when due of any principal of any Loan or any Note or (ii) default, and such default shall continue unremedied for three or more Business Days, in the payment when due of any Unpaid Drawings or interest on any Loan or Note or any other amounts owing hereunder or thereunder; or

10.02 Representations, etc. Any representation, warranty or statement made by any Credit Party herein or in any other Credit Document or in any certificate delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or

10.03 Covenants . Any Credit Party shall (i) default in the due performance or observance by it of any term, covenant or agreement contained in Section 8.01(f)(i), 8.08, 8.11(a), 8.13, 8.16 or Section 9 or (ii) default in the due performance or observance by it of any other term, covenant or agreement contained in this Agreement and, in the case of this clause (ii), such default shall continue unremedied for a period of 30 days after written notice to the Borrower by the Administrative Agent or any of the Lenders; or

10.04 Default Under Other Agreements . (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

10.05 Bankruptcy, etc. The Parent, any of its Subsidiaries or any of its Non-Recourse Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “ Bankruptcy Code ”); or an involuntary case is commenced against the Parent, any of its Subsidiaries or any of its Non-Recourse Subsidiaries and the petition is not controverted within 20 days after service of summons, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Parent, any of its Subsidiaries or any of its Non-Recourse Subsidiaries or the Parent, any of its Subsidiaries or any of its Non-Recourse Subsidiaries commences any other proceeding under any reorganization, arrangement,

adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Parent, any of its Subsidiaries or any of its Non-Recourse Subsidiaries or there is commenced against the Parent, any of its Subsidiaries or any of its Non-Recourse Subsidiaries any such proceeding which remains undismissed for a period of 60 days, or the Parent, any of its Subsidiaries or any of its Non-Recourse Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Parent, any of its Subsidiaries or any of its Non-Recourse Subsidiaries suffers any appointment of any custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Parent, any of its Subsidiaries or any of its Non-Recourse Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by the Parent, any of its Subsidiaries or any of its Non-Recourse Subsidiaries for the purpose of effecting any of the foregoing, provided that, in the case of any Non-Recourse Subsidiary, it shall not be a Default or Event of Default under this Section 10.05 unless the aggregate principal amount of all Indebtedness incurred by such Non-Recourse Subsidiary pursuant to Section 9.17 exceeds $15,000,000; or

10.06 ERISA . (a) Any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 or 430 of the Code or Section 302 or 303 of ERISA, a Reportable Event shall have occurred, a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA shall be subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur with respect to such Plan within the following 30 days, any Plan which is subject to Title IV of ERISA shall have had or is reasonably likely to have a trustee appointed to administer such Plan, any Plan which is subject to Title IV of ERISA is, shall have been or is reasonably likely to be terminated or to be the subject of termination proceedings under ERISA, any Plan shall have an Unfunded Current Liability, its actuary has certified that a determination has been made that a Plan (other than a Multiemployer Plan) is an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA, a Plan which is a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA, a contribution required to be made with respect to a Plan or a Foreign Pension Plan is not timely made, the Parent or any of its Subsidiaries or any ERISA Affiliate has incurred or events have happened, or reasonably expected to happen, that will cause it to incur any liability to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 436(f), 4971 or 4975 of the Code or on account of a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or the Parent, or any of its Subsidiaries, has incurred or is reasonably likely to incur liabilities pursuant to one or more employee welfare benefit plans (as defined in Section 3(1) of ERISA) that provide benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or Plans or Foreign Pension Plans; (b) there shall result from any such event or events the imposition of a lien, the granting of a security interest, or a liability or a material risk of incurring a liability; and (c) such lien, security interest or liability, individually, and/or in the aggregate, in the reasonable opinion of the Required Lenders, has had, or could reasonably be expected to have, a Material Adverse Effect; or

10.07 Security Documents . At any time after the execution and delivery thereof, any of the Security Documents shall cease to be in full force and effect, or shall cease in any material respect to give the Collateral Agent for the benefit of the Secured Creditors the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, a perfected security interest in, and Lien on, all of the Collateral), in favor of the Collateral Agent, superior to and prior to the rights of all third Persons (except in connection with Permitted Liens), and subject to no other Liens (except Permitted Liens), or any Credit Party shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to any of the Security Documents and such default shall continue beyond any grace period (if any) specifically applicable thereto pursuant to the terms of such Security Document, or any “event of default” (as defined in any Collateral Vessel Mortgage or Secondary Collateral Vessel Mortgage) shall occur in respect of any Collateral Vessel Mortgage or Secondary Collateral Vessel Mortgage; or

10.08 Guaranties . After the execution and delivery thereof, any Guaranty, or any provision thereof, shall cease to be in full force or effect as to any Guarantor (unless such Guarantor is no longer a Subsidiary of the Parent by virtue of a liquidation, sale, merger or consolidation permitted by Section 9.02) or any Guarantor (or Person acting by or on behalf of such Guarantor) shall deny or disaffirm such Guarantor’s obligations under the Guaranty to which it is a party or any Guarantor shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to the Guaranty to which it is a party beyond any grace period (if any) provided therefor; or

10.09 Judgments . One or more judgments or decrees shall be entered against the Parent or any of its Subsidiaries involving in the aggregate for the Parent and its Subsidiaries a liability (not paid or fully covered by a reputable and solvent insurance company) and such judgments and decrees either shall be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal for any period of 60 consecutive days, and the aggregate amount of all such judgments, to the extent not covered by insurance, exceeds $10,000,000; or

10.10 Change of Control . At any time after the Restatement Effective Date, a Change of Control shall occur; or

10.11 Default Under Non-Recourse Subsidiary Agreements . (i) Any Non-Recourse Subsidiary shall default in any payment at maturity of any Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) any Non-Recourse Subsidiary shall default in the observance or performance of any agreement or condition relating to any Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness of any Non-Recourse Subsidiary shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.11 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $15,000,000;

then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party ( provided that, if an Event of Default specified in Section 10.05 shall occur, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Credit Document Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (ii) terminate any Existing Letter of Credit that may be terminated in accordance with its terms; (iii) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence and during the continuance of an Event of Default specified in Section 10.05, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Existing Letters of Credit issued for the Borrower and then outstanding and (iv) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents.

SECTION 11. Agency and Security Trustee Provisions Appointment . (a) The Lenders hereby designate Nordea as Administrative Agent (for purposes of this Section 11, the term “ Administrative Agent ” shall include Nordea (and/or any of its affiliates) in its capacity as Collateral Agent pursuant to the Security Documents and in its capacity as security trustee pursuant to the Collateral Vessel Mortgages or Secondary Collateral Vessel Mortgages) to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Agents to take such action on its behalf under the provisions of this Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agents by the terms hereof and thereof and such other powers as are reasonably incidental thereto. Furthermore, each Lender hereby irrevocably authorizes the Administrative Agent and the Collateral Agent to enter into the Intercreditor Agreements on their behalf, and agrees to be bound by the provisions set forth therein. The Agents may perform any of its duties hereunder by or through its respective officers, directors, agents, employees or affiliates and, may assign from time to time any or all of its rights, duties and obligations hereunder and under the Security Documents to any of its banking affiliates.

(b) The Lenders hereby irrevocably appoint Nordea as security trustee solely or the purpose of holding legal title to the Collateral Vessel Mortgages and the Secondary Collateral Vessel Mortgages on each of the flag Vessels of an Acceptable Flag Jurisdiction on behalf of the applicable Lenders, from time to time, with regard to the (i) security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Lenders or any of them or for the benefit thereof under or pursuant to the Collateral Vessel Mortgages and the Secondary Collateral Vessel Mortgages (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken by any Lender in the Collateral Vessel Mortgages and the Secondary Collateral

Vessel Mortgages), (ii) all money, property and other assets paid or transferred to or vested in any Lender or any agent of any Lender or received or recovered by any Lender or any agent of any Lender pursuant to, or in connection with the Collateral Vessel Mortgages and the Secondary Collateral Vessel Mortgages, whether from the Borrower or any Subsidiary Guarantor or any other person and (iii) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by any Lender or any agent of any Lender in respect of the same (or any part thereof). Nordea hereby accepts such appointment as security trustee.

11.01 Nature of Duties . The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement and the Security Documents. None of the Agents nor any of their respective officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it or them hereunder or under any other Credit Document or in connection herewith or therewith, unless caused by such Person’s gross negligence or willful misconduct (any such liability limited to the applicable Agent to whom such Person relates). The duties of each of the Agents shall be mechanical and administrative in nature; none of the Agents shall have by reason of this Agreement or any other Credit Document any fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon any Agents any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein or therein.

11.02 Lack of Reliance on the Agents . Independently and without reliance upon the Agents, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Parent and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Parent and its Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of the Parent and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of the Parent and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

11.03 Certain Rights of the Agents . If any of the Agents shall request instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Credit Document, the Agents shall be entitled to refrain from such act or taking such action unless and until the Agents shall have received instructions from the Required Lenders; and the Agents shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender or the holder of any Note

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shall have any right of action whatsoever against the Agents as a result of any of the Agents acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders.

11.04 Reliance . Each of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the applicable Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

11.05 Indemnification . To the extent any of the Agents is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the applicable Agents, in proportion to their respective “percentages” as used in determining the Required Lenders (without regard to the existence of any Defaulting Lenders), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by such Agents in performing their respective duties hereunder or under any other Credit Document, in any way relating to or arising out of this Agreement or any other Credit Document; provided that no Lender shall be liable in respect to an Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct.

11.06 The Administrative Agent in its Individual Capacity . With respect to its obligation to make Loans under this Agreement, each of the Agents shall have the rights and powers specified herein for a “Lender” and may exercise the same rights and powers as though it were not performing the duties specified herein; and the term “Lenders,” “Secured Creditors”, “Required Lenders”, “holders of Notes” or any similar terms shall, unless the context clearly otherwise indicates, include each of the Agents in their respective individual capacity. Each of the Agents may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with any Credit Party or any Affiliate of any Credit Party as if it were not performing the duties specified herein, and may accept fees and other consideration from the Borrower or any other Credit Party for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

11.07 Holders . The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor.

11.08 Resignation by the Administrative Agent . (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving 15 Business Days’ prior written notice to the Borrower

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and the Lenders. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below.

(b) Upon any such notice of resignation by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company that is, unless an Event of Default has occurred and is continuing at such time, reasonably acceptable to the Borrower.

(c) If a successor Administrative Agent shall not have been so appointed within such 15 Business Day period, the Administrative Agent, with the consent of the Borrower (which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing at such time), shall then appoint a commercial bank or trust company with capital and surplus of not less than $500,000,000 as successor Administrative Agent (which successor Administrative Agent shall be a Lender hereunder if any such Lender agrees to serve as Administrative Agent at such time) who shall serve as Administrative Agent hereunder until such time, if any, as the Lenders appoint a successor Administrative Agent as provided above.

(d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 25th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

11.09 Collateral Matters . (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

(b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Existing Letter of Credit Exposure and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12), (iv) as otherwise may be

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expressly provided in the relevant Security Documents or (v) as otherwise provided in Section 12.21 hereof. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10.

(c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

11.10 Delivery of Information . The Administrative Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by the Administrative Agent from any Credit Party, any Subsidiary, the Required Lenders, any Lender or any other Person under or in connection with this Agreement or any other Credit Document except (i) as specifically provided in this Agreement or any other Credit Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of the Administrative Agent at the time of receipt of such request and then only in accordance with such specific request.

SECTION 12. Miscellaneous Payment of Expenses, etc. The Borrower agrees that it shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable fees and disbursements of White & Case LLP, Watson, Farley & Williams, other counsel to the Administrative Agent and the Joint Book Runners and local counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Agents in connection with their respective syndication efforts with respect to this Agreement and of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each of the Agents and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Agents, the Collateral Agent and each Lender, and each of their respective

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officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents, the Collateral Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on any Collateral Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property at any time owned or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Collateral Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Collateral Vessel or property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Collateral Vessel or property at any time owned or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

12.01 Right of Setoff . In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to any Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of any Credit Party but in any event excluding assets held in trust for any such Person against and on account of the Obligations and liabilities of such Credit Party, to such Lender under this Agreement or under any of the other Credit Documents, including, without limitation, all interests in Obligations purchased by such Lender pursuant to Section 12.06(b), and all other claims of any nature or description arising out of or connected with this Agreement or any other Credit Document, irrespective of whether or not such Lender shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured.

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12.02 Notices . Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telexed, telecopier or e-mail communication) and mailed, telexed, telecopied or delivered: if to any Credit Party, at the address specified under its signature below; if to any Lender, at its address specified opposite its name on Schedule II ; and if to the Administrative Agent, at its Notice Office; or, as to any other Credit Party, at such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each Lender, at such other address as shall be designated by such Lender in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, (i) when mailed, be effective three Business Days after being deposited in the mails, prepaid and properly addressed for delivery, (ii) when sent by overnight courier, be effective one Business Day after delivery to the overnight courier prepaid and properly addressed for delivery on such next Business Day, or (iii) when sent by telex, telecopier or e-mail, be effective when sent by telex, telecopier or e-mail except that notices and communications to the Administrative Agent shall not be effective until received by the Administrative Agent.

12.03 Benefit of Agreement . (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided , however , that (i) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Loans or Individual Exposure hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.

(b) Notwithstanding the foregoing, any Lender (or any Lender together with one or more other Lenders) may (x) assign all or a portion of its Individual Exposure to its (i) (A)

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parent company and/or any affiliate of such Lender which is at least 50% owned by such Lender or its parent company or (B) to one or more other Lenders or any Affiliate of any such other Lender which is at least 50% owned by such other Lender or its parent company ( provided that any fund that invests in bank loans and is managed or advised by the same investment advisor of another fund which is a Lender (or by an Affiliate of such investment advisor) shall be treated as an Affiliate of such other Lender for the purposes of this sub-clause (x)(i)(B)), provided that no such assignment may be made to any such Person that is, or would at such time constitute, a Defaulting Lender, or (ii) in the case of any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor of such Lender or by an Affiliate of such investment advisor or (iii) to one or more Lenders or (y) assign with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and shall not be required if any Event of Default is then in existence, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof) all, or if less than all, a portion equal to at least $20,000,000 in the aggregate for the assigning Lender or assigning Lenders, of such Lender’s Individual Exposure to one or more Eligible Transferees (treating any fund that invests in bank loans and any other fund that invests in bank loans and is managed or advised by the same investment advisor of such fund or by an Affiliate of such investment advisor as a single Eligible Transferee), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Assumption Agreement, provided that (i) at such time Schedule I shall be deemed modified to reflect the outstanding Loans of such new Lender and of the existing Lenders, (ii) new Notes will be issued, at the Borrower’s expense, to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender, such new Notes to be in conformity with the requirements of Section 2.05 (with appropriate modifications) to the extent needed to reflect the revised outstanding Loans, (iii) the consent of the Administrative Agent shall be required in connection with any assignment pursuant to preceding clause (y) (which consent shall not be unreasonably withheld or delayed), and (iv) the Administrative Agent shall receive at the time of each such assignment, from the assigning or assignee Lender, the payment of a non-refundable assignment fee of $3,500. To the extent of any assignment pursuant to this Section 12.04(b), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Loans (it being understood that the indemnification provisions under this Agreement (including, without limitation, Sections 2.09, 2.10, 3.04, 5.04, 12.01 and 12.06) shall survive as to such assigning Lender). To the extent that an assignment of all or any portion of a Lender’s Loans and related outstanding Credit Document Obligations pursuant to Section 2.12 or this Section 12.04(b) would, at the time of such assignment, result in increased costs under Section 2.09, 2.10, 3.04 or 5.04 from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).

(c) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank or any central bank having jurisdiction over such Lender in support of borrowings made by such Lender from such Federal Reserve Bank or central bank and, with the consent of the Administrative Agent, any Lender which is a fund may pledge all or any portion of its Notes or Loans to a trustee for the benefit of investors and in support of its obligation to such investors; provided , however , no such pledge

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shall release a Lender from any of its obligations hereunder or substitute any such pledge for such Lender as a party hereto.

(d) Oaktree Capital Management, L.P. and any Affiliate thereof (each an “ Affiliated Lender ”) may purchase Loans hereunder, whether by assignment or participation, subject to the following requirements:

(i) no Loans may be assigned, or participations sold, to an Affiliated Lender if, after giving effect to such assignment, the Affiliated Lenders in the aggregate would own (as a Lender or through a participation) in excess of 30% of all Loans then outstanding under this Agreement;

(ii) notwithstanding anything to the contrary in the definition of “Required Lenders”, or in Section 12.12, for purposes of determining whether the Required Lenders or all of the Lenders hereunder have or any affected Lender hereunder has (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Credit Document or any departure therefrom by the Credit Parties, (ii) otherwise acted on any matter related to any Credit Document or (iii) directed or required the Administrative Agent, the Collateral Agent or any Lender under the Credit Documents to undertake any action (or refrain from taking any action) with respect to or under any such Credit Document, the Loans held by any Affiliated Lender shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, all of the Lenders have or any affected Lender has taken any action or voted on any matter (other than any vote that has a disproportionate effect on the Loans held by an Affiliated Lender relative to the Loans held by Lenders that are Affiliated Lenders);

(iii) the Affiliated Lenders shall be prohibited from being appointed as, or succeeding to the rights and duties of, the Administrative Agent or the Collateral Agent under this Agreement and the other Credit Documents until such time (if any) as when all Credit Document Obligations (other than those held by any Affiliated Lender and other than contingent obligations not then due and owing) have been paid in full in cash;

(iv) by acquiring a Loan, each Affiliated Lender, in its capacity as a Lender, shall be deemed to have (I) waived its right to receive information prepared by the Administrative Agent or any other Lender (or any advisor, agent or counsel thereof) under or in connection with the Credit Documents (to the extent not provided to the Credit Parties), attend any meeting or conference call (or any portion thereof) with the Administrative Agent or any Lender (to the extent that the Credit Parties are excluded from attending), (II) agreed that it is prohibited from making or bringing any claim, in its capacity as a Lender hereunder against the Administrative Agent or any Lender with respect to the duties and obligations of such Persons under the Credit Documents, except any claims that the Administrative Agent or such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionate manner relative to the other Lenders, and (III) agreed, without limiting its rights as a Lender described in clause (ii) above, that it will have no right whatsoever to require the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to this

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Agreement or any other Credit Document other than each Lender’s and Administrative Agent’s duties and obligations hereunder;

(v) the applicable Affiliated Lender identifies itself as an Affiliated Lender prior to the assignment of Loans to it pursuant to the respective Assignment and Assumption Agreement; and

(vi) in the case of this Agreement, the applicable Affiliated Lender enters into an escrow agreement or other similar arrangement reasonably satisfactory in form and substance to the Administrative Agent with respect to its obligations under this Agreement to participate in Existing Letters of Credit;

Additionally, the Credit Parties and each Affiliated Lender hereby agree that if a case under Title 11 of the United States Code is commenced against any Credit Party, such Credit Party shall seek (and each Affiliated Lender shall consent) to provide that the vote of any Affiliated Lender (in its capacity as a Lender) with respect to any plan of reorganization of such Credit Party shall not be counted except that such Affiliated Lender’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Credit Document Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Credit Document Obligations held by Lenders that are not Affiliates of the Credit Parties.

12.04 No Waiver; Remedies Cumulative . No failure or delay on the part of the Administrative Agent or any Lender or any holder of any Note in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent or any Lender or the holder of any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights, powers and remedies herein or in any other Credit Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Administrative Agent or any Lender or the holder of any Note would otherwise have. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or any Lender or the holder of any Note to any other or further action in any circumstances without notice or demand.

12.05 Payments Pro Rata . (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Credit Document Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Credit Document Obligations with respect to which such payment was received.

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Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Credit Document Obligation then owed and due to such Lender bears to the total of such Credit Document Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Credit Document Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

(c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

12.06 Calculations; Computations .. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders). In addition, all determinations of compliance with this Agreement or any other Credit Document shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Lenders for the first fiscal year of the Borrower ended December 31, 2010 (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called “ GAAP ”). Unless otherwise noted, all references in this Agreement to GAAP shall mean generally accepted accounting principles as in effect in the United States.

(b) All computations of interest for Loans and fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable.

12.07 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL . (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN CERTAIN OF THE COLLATERAL VESSEL MORTGAGES AND THE SECONDARY COLLATERAL VESSEL MORTGAGES, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY, IN THE CASE OF ANY SECURED CREDITOR, AND SHALL, IN THE CASE OF ANY CREDIT PARTY, BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY IN THE CITY OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARENT, THE BORROWER,

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GMSCII AND ARLINGTON HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARENT, THE BORROWER, GMSCII AND ARLINGTON FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED MAIL, POSTAGE PREPAID, TO THE PARENT, THE BORROWER, GMSCII AND/OR ARLINGTON, AS THE CASE MAY BE, AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION. IF AT ANY TIME DURING WHICH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT REMAINS IN EFFECT, THE BORROWER DOES NOT MAINTAIN A REGULARLY FUNCTIONING OFFICE IN NEW YORK CITY, IT WILL DULY APPOINT, AND AT ALL TIMES MAINTAIN, AN AGENT IN NEW YORK CITY FOR THE SERVICE OF PROCESS OR SUMMONS, AND WILL PROVIDE TO THE ADMINISTRATIVE AGENT AND THE LENDERS WRITTEN NOTICE OF THE IDENTITY AND ADDRESS OF SUCH AGENT FOR SERVICE OF PROCESS OR SUMMONS; PROVIDED THAT ANY FAILURE ON THE PART OF THE BORROWER TO COMPLY WITH THE FOREGOING PROVISIONS OF THIS SENTENCE SHALL NOT IN ANY WAY PREJUDICE OR LIMIT THE SERVICE OF PROCESS OR SUMMONS IN ANY OTHER MANNER DESCRIBED ABOVE IN THIS SECTION 12.08 OR OTHERWISE PERMITTED BY LAW.

(b) THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

12.08 Counterparts . This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the

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same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

12.09 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, GMSCII, 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 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, (c) the Tranche A Loans under this Agreement shall have been partially repaid in the amount of $35,350,780 with the proceeds of the Equity 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, GMSCII, 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

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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;

(xi) (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 K, 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, Arlington and 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;

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(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.

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12.10 Headings Descriptive . The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

12.11 Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Credit Document Obligations being directly affected in the case of following clause (i)) and, in the case of the following clause (vi), to the extent that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any Scheduled Repayment, or reduce the rate or extend the time of payment of fees or interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents, (iii) amend, modify or waive any provision of this Section 12.12, (iv) reduce the percentage specified in the definition of Required Lenders or otherwise amend or modify the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and the issuance or reinstatement of Existing Letters of Credit are included on the Restatement Effective Date), (v) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from the Subsidiaries Guaranty to the extent same owns a Collateral Vessel (other than as provided in the Subsidiaries Guaranty); provided , further , that no such change, waiver, discharge or termination shall (s) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 5 or alter its rights or obligations with respect to Existing Letters of Credit, (t) without the consent of each Agent, amend, modify or waive any provision of Section 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (u) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (v) without the consent of at least a majority of the holders of outstanding Swap Obligations at all times after the time on which all Credit Document Obligations have been paid in full, amend, modify or waive any provision set forth in Section 13, or (w) without the consent of at least a majority of the Lenders

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with outstanding Tranche B Loans, amend, modify or waive any provision relating to the rights or obligations of such Lenders in respect of such outstanding Tranche B Loans in a manner which adversely affects such Lenders only.

(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender’s consent is required with respect to less than all Loans and outstanding Existing Letters of Credit, to replace only the respective Individual Exposure of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Individual Exposure (if such Lender’s consent is required as a result of its Individual Exposure), and/or repay outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Sections 5.01(iv), provided that, unless the Individual Exposure being terminated and the Loans being repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Existing Letter of Credit Exposure and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided , further , that in any event the Borrower shall not have the right to replace a Lender, terminate its Individual Exposure or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 12.12(a).

(c) In addition, notwithstanding anything set forth herein to the contrary, this Agreement may be amended or amended and restated with the written consent of the Credit Parties, the Administrative Agent and the Lenders providing the relevant Replacement Loans or to permit the refinancing of all outstanding Loans (the “ Refinanced Loans ”), with a replacement Loan tranche denominated in Dollars (the “ Replacement Loans ”), respectively, hereunder; provided that (i) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of, plus an amount equal to accrued interest, fees and expenses with respect to, such Refinanced Loans, (ii) the Effective Yield with respect to such Replacement Loans shall not be higher than the Effective Yield with respect to such Refinanced Loans, (iii) the Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Loans, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans), (iv) such Replacement Loans shall not receive in excess of such Replacement Loans’ pro rata share of any such payment (such pro rata share to be calculated at any time on the basis of the principal amount of such Replacement Loans over the total aggregate principal amount of Loans and Replacement Loans at such time), (v) the credit parties to such Replacement Loans secured by the Collateral will become party to the

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Intercreditor Agreements in accordance with the terms thereof, and (vi) all other terms applicable to such Replacement Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Loans than, those applicable to such Refinanced Loans (including, without limitation, the guarantors, obligors and security applicable thereto), except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Loans in effect immediately prior to such refinancing.

12.12 Survival .. All indemnities set forth herein including, without limitation, in Sections 2.09, 2.10, 3.04, 5.04, 12.01 and 12.06 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Loans.

12.13 Domicile of Loans . Each Lender may transfer and carry its Loans at, to or for the account of any office, Subsidiary or Affiliate of such Lender. Notwithstanding anything to the contrary contained herein, to the extent that a transfer of Loans pursuant to this Section 12.14 would, at the time of such transfer, result in increased costs under Section 2.09, 2.10, 3.04 or 5.04 from those being charged by the respective Lender prior to such transfer, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective transfer).

12.14 Confidentiality . (a) Subject to the provisions of clauses (b) and (c) of this Section 12.15, each Lender agrees that it will use its best efforts not to disclose without the prior consent of the Borrower (other than to its employees, auditors, advisors or counsel or to another Lender if the Lender or such Lender’s holding or parent company or board of trustees in its sole discretion determines that any such party should have access to such information, provided such Persons shall be subject to the provisions of this Section 12.15 to the same extent as such Lender) any information with respect to the Borrower or any of its Subsidiaries which is now or in the future furnished pursuant to this Agreement or any other Credit Document, provided that any Lender may disclose any such information (a) as has become generally available to the public other than by virtue of a breach of this Section 12.15(a) by the respective Lender, (b) as may be required in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors, (c) as may be required in respect to any summons or subpoena or in connection with any litigation, (d) in order to comply with any law, order, regulation or ruling applicable to such Lender, (e) to the Administrative Agent or the Collateral Agent, (f) to any prospective or actual transferee or participant in connection with any contemplated transfer or participation of any of the Notes or Existing Letter of Credit Exposure or any interest therein by such Lender, (g) any credit insurance provider related to the Borrower and its Obligations and (h) any direct, indirect, actual or prospective counterparty (and its advisors) to any swap, derivative or securitization transaction related to the Obligations, provided that such prospective transferee expressly agrees to be bound by the confidentiality provisions contained in this Section 12.15.

(b) The Borrower hereby acknowledges and agrees that each Lender may share with any of its affiliates any information related to the Borrower or any of its Subsidiaries (including, without limitation, any nonpublic customer information regarding the creditworthiness

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of the Borrower or its Subsidiaries), provided such Persons shall be subject to the provisions of this Section 12.15 to the same extent as such Lender.

12.15 Register . The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.16, to maintain a register (the “ Register ”) on which it will record the Individual Exposure from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount (and stated interest) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Individual Exposure of such Lender and the rights to reimbursement for any Unpaid Drawing under any Existing Letter of Credit shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Existing Letter of Credit Exposure and Loans and prior to such recordation all amounts owing to the transferor with respect to such Existing Letter of Credit Exposure and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Existing Letter of Credit Exposure and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.16, except to the extent caused by the Administrative Agent’s own gross negligence or willful misconduct.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal and interest amounts of each participant’s interest in the Loans and the obligations thereunder (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

12.16 Judgment Currency . If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower hereunder or under any of the Notes in the currency expressed to be payable herein or under the Notes (the “ specified currency ”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking

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procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s New York office on the Business Day preceding that on which final judgment is given. The obligations of the Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder or under any Note shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the specified currency with such other currency; if the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the Borrower.

12.17 Language . All correspondence, including, without limitation, all notices, reports and/or certificates, delivered by any Credit Party to the Administrative Agent, the Collateral Agent or any Lender shall, unless otherwise agreed by the respective recipients thereof, be submitted in the English language or, to the extent the original of such document is not in the English language, such document shall be delivered with a certified English translation thereof.

12.18 Waiver of Immunity . The Borrower, in respect of itself, each other Credit Party, its and their process agents, and its and their properties and revenues, hereby irrevocably agrees that, to the extent that the Borrower, any other Credit Party or any of its or their properties has or may hereafter acquire any right of immunity from any legal proceedings, whether in the Republic of the Marshall Islands, the United Kingdom, the Bahamas, Bermuda, the Republic of Malta, the United States or the Republic of Liberia or any other Acceptable Flag Jurisdiction or elsewhere, to enforce or collect upon the Obligations of the Borrower or any other Credit Party related to or arising from the transactions contemplated by any of the Credit Documents, including, without limitation, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, the Borrower, for itself and on behalf of the other Credit Parties, hereby expressly waives, to the fullest extent permissible under applicable law, any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the Republic of the Marshall Islands, the United Kingdom, the Bahamas, Bermuda, the Republic of Malta, the United States or the Republic of Liberia or elsewhere.

12.19 USA PATRIOT Act Notice . Each Lender hereby notifies each Credit Party that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.: 107-56 (signed into law October 26, 2001)) (the “ PATRIOT Act ”), it is required to obtain, verify, and record information that identifies each Credit Party, which information includes the name of each Credit Party and other information that will allow such Lender to identify each Credit Party in

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accordance with the PATRIOT Act, and each Credit Party agrees to provide such information from time to time to any Lender.

12.20 Release of Secondary Collateral and Subsidiary Guarantors . At any time that (i) the Other Agent agrees to release a Secondary Collateral Vessel (and the various guarantees and security documents related thereto) in accordance with the terms of the Other Credit Documents in accordance with the terms of the Secondary Intercreditor Agreement, other than in contemplation of the repayment of the Indebtedness thereunder in full, and (ii) no Default or Event of Default exists or would result from the release of such Secondary Collateral Vessel (including, without limitation, under Section 9.09), the Collateral Agent shall, at the request of the Borrower, (x) release and discharge the Security Documents related to such Secondary Collateral Vessel, (y) release the Credit Party which owns such Secondary Collateral Vessel from the Subsidiaries Guaranty and (z) release the Secondary Pledge Agreement Collateral of the Subsidiary Guarantor which owned such Secondary Collateral Vessel, provided that, in each case, the relevant Credit Party shall pay all documented out of pocket costs and expenses reasonably incurred by the Collateral Agent in connection with provision of such release and discharge.

SECTION 13. Holdings Guaranty .

13.01 Guaranty . In order to induce the Administrative Agent, the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in recognition of the direct benefits to be received by the Parent, Arlington and GMSCII from the conversion of the Loans, the deemed issuance of the Existing Letters of Credit hereunder and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, each of the Parent, Arlington and GMSCII hereby agrees with the Guaranteed Creditors as follows: Each of the Parent, Arlington and GMSCII hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, each of the Parent, Arlington and GMSCII, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Obligations. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event, each of the Parent, Arlington and GMSCII agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent, Arlington or GMSCII, as the case may be, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and the Parent, Arlington or GMSCII, as the case may be, shall both be

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and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

13.02 Bankruptcy . Additionally, each of the Parent, Arlington and GMSCII unconditionally and irrevocably guarantees the payment of any and all of the Obligations to the Guaranteed Creditors whether or not due or payable by the Borrower upon the occurrence of any of the events specified in Section 10.05, and irrevocably, unconditionally and jointly and severally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, in lawful money of the United States.

13.03 Nature of Liability . The liability of each of the Parent, Arlington and GMSCII hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Obligations, whether executed by the Parent, Arlington, GMSCII, any other guarantor or by any other party, and the liability of each of the Parent, Arlington and GMSCII hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to any Guaranteed Creditor on the Obligations which any such Guaranteed Creditor repays to the Borrower or any other Credit Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Borrower waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor.

13.04 Independent Obligation . The obligations of each of the Parent, Arlington and GMSCII hereunder are several and are independent of the obligations of any other guarantor, any other party or the Borrower, and a separate action or actions may be brought and prosecuted against the Parent, Arlington or GMSCII whether or not action is brought against any other guarantor, any other party or the Borrower and whether or not any other guarantor, any other party or the Borrower be joined in any such action or actions. Each of the Parent, Arlington and GMSCII waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by the Borrower or other circumstance which operates to toll any statute of limitations as to the Borrower shall operate to toll the statute of limitations as to each of the Parent, Arlington and GMSCII.

13.05 Authorization . Each of the Parent, Arlington and GMSCII authorizes the Guaranteed Creditors without notice or demand (except as shall be required by applicable statute or this Agreement and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to:

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of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Holdings Guaranty shall apply to the Obligations as so changed, extended, renewed or altered;

(b) take and hold security for the payment of the Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst;

(c) exercise or refrain from exercising any rights against the Borrower, any other Credit Party or others or otherwise act or refrain from acting;

(d) release or substitute any one or more endorsers, guarantors, the Borrower, other Credit Parties or other obligors;

(e) settle or compromise any of the Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower to its creditors other than the Guaranteed Creditors;

(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower to the Guaranteed Creditors regardless of what liability or liabilities of the Borrower remain unpaid;

(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Credit Document, any Interest Rate Protection Agreement or any Other Hedging Agreement or any of the instruments or agreements referred to herein or therein, or, pursuant to the terms of the Credit Documents, otherwise amend, modify or supplement this Agreement, any other Credit Document, any Interest Rate Protection Agreement or any Other Hedging Agreement or any of such other instruments or agreements; and/or

(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Parent , Arlington or GMSCII from its liabilities under this Holdings Guaranty.

13.06 Reliance . It is not necessary for any Guaranteed Creditor to inquire into the capacity or powers of each of the Parent, Arlington or GMSCII or any of their respective Subsidiaries or the officers, directors, partners or agents acting or purporting to act on their behalf, and any Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

13.07 Subordination . Any indebtedness of the Borrower now or hereafter owing to each of the Parent, Arlington and GMSCII, as the case may be, is hereby subordinated to the Obligations of the Borrower owing to the Guaranteed Creditors; and if the Administrative Agent

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so requests at a time when an Event of Default exists, all such indebtedness of the Borrower to each of the Parent, Arlington and GMSCII shall be collected, enforced and received by the Parent, Arlington or GMSCII, as the case may be, for the benefit of the Guaranteed Creditors and be paid over to the Administrative Agent on behalf of the Guaranteed Creditors on account of the Obligations to the Guaranteed Creditors, but without affecting or impairing in any manner the liability of the Parent, Arlington or GMSCII under the other provisions of this Holdings Guaranty. Prior to the transfer by the Parent, Arlington or GMSCII of any note or negotiable instrument evidencing any such indebtedness of the Borrower to the Parent, Arlington or GMSCII, as the case may be, the Parent, Arlington or GMSCII, as the case may be, shall mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each of the Parent, Arlington and GMSCII hereby agrees with the Guaranteed Creditors that they will not exercise any right of subrogation which they may at any time otherwise have as a result of this Holdings Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Obligations have been irrevocably paid in full in cash. If and to the extent required in order for the Obligations of each of the Parent, Arlington and GMSCII to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of the Parent, Arlington and GMSCII, as the case may be, hereunder shall be limited to the greatest amount which can lawfully be guaranteed by the Parent, Arlington and GMSCII, as the case may be, under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under this Section 13.07.

13.08 Waiver . (a) Each of the Parent, Arlington and GMSCII waives any right (except as shall be required by applicable law and cannot be waived) to require any Guaranteed Creditor to (i) proceed against the Borrower, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other guarantor or any other party or (iii) pursue any other remedy in any Guaranteed Creditor’s power whatsoever. Each of the Parent, Arlington and GMSCII hereby irrevocably waives any defenses it may now or hereafter have in any way relating to any and all of the following: (a) based on or arising out of any defense of the Borrower, any other guarantor or any other party, other than payment in full in cash of the Obligations, based on or arising out of the disability of the Borrower, any other guarantor or any other party, or the validity, legality or unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full in cash of the Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from any Credit Document; (c) any taking, exchange, release or nonperfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from the Holdings Guaranty or any other guaranty, for all or any of the Obligations; (d) any law or regulation of any foreign jurisdiction or any other event affecting any term of a Obligation; and (e) any other circumstance (including, without limitation, any statute of limitations or any existence of or reliance on any representation by the Administrative Agent or any other Secured Party) that might otherwise constitute a defense available to, or a discharge of, such Guarantor, any other Credit Party or any other guarantor or surety other than payment in full in cash of the Obligations. The Guaranteed Creditors may, at their election, foreclose on any security held by the Administrative Agent, the Collateral Agent or any other Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any

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other right or remedy the Guaranteed Creditors may have against the Borrower, or any other party, or any security, without affecting or impairing in any way the liability of either the Parent, Arlington or GMSCII hereunder except to the extent the Obligations have been paid in cash. Each of the Parent, Arlington and GMSCII waives any defense arising out of any such election by the Guaranteed Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Parent, Arlington or GMSCII against the Borrower or any other party or any security.

(b) Each of the Parent, Arlington and GMSCII waives all presentments, demands for performance, protests and notices, including, without limitation, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Holdings Guaranty, and notices of the existence, creation or incurring of new or additional Obligations. Each of the Parent, Arlington and GMSCII assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which each of the Parent, Arlington and GMSCII assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any of the other Guaranteed Creditors shall have any duty to advise either the Parent, Arlington or GMSCII of information known to them regarding such circumstances or risks.

13.09 Judgment Shortfall . (a) The obligations of the Parent, Arlington and GMSCII under the Holdings Guaranty to make payments in the respective currency or currencies in which the respective Obligations are required to be paid (such currency being herein called the “ Obligation Currency ”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Collateral Agent or the respective other Secured Creditor of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Collateral Agent or such other Secured Creditor under this Holdings Guaranty or the other Credit Documents or any Interest Rate Protection Agreements or any Other Hedging Agreements, as applicable. If for the purpose of obtaining or enforcing judgment against the Parent, Arlington or GMSCII in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “ Judgment Currency ”) an amount due in the Obligation Currency, the conversion shall be made, at the rate of exchange (quoted by the Administrative Agent, determined, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “ Judgment Currency Conversion Date ”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Parent, Arlington and GMSCII jointly and severally covenant and agree to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate or exchange prevailing on the Judgment Currency Conversion Date.

123

* * *

124

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

GENERAL MARITIME CORPORATION,
	as Parent


By:		/s/ Jeffrey D. Pribor
		Name:	Jeffrey D. Pribor
		Title:	Executive Vice President & Chief Financial Officer
		Address: 299 Park Avenue, New York, NY 10171
		Telephone:		(212) 763-5600
		Facsimile:		(212) 763-5608


GENERAL MARITIME SUBSIDIARY CORPORATION,
	as Borrower


By:		/s/ Jeffrey D. Pribor
		Name:	Jeffrey D. Pribor
		Title:	President
		Address: 299 Park Avenue, New York, NY 10171
		Telephone:		(212) 763-5600
		Facsimile:		(212) 763-5608


GENERAL MARITIME SUBSIDIARY II CORPORATION,
	as a Guarantor


By:		/s/ Jeffrey D. Pribor
		Name:	Jeffrey D. Pribor
		Title:	President
		Address: 299 Park Avenue, New York, NY 10171
		Telephone:		(212) 763-5600
		Facsimile:		(212) 763-5608

General Maritime Subsidiary Corporation Third Amended & Restated Credit Agreement

ARLINGTON TANKERS LTD.,
	as a Guarantor


By:		/s/ Jeffrey D. Pribor
		Name:	Jeffrey D. Pribor
		Title:	Director
		Address: 299 Park Avenue, New York, NY 10171
		Telephone:		(212) 763-5600
		Facsimile:		(212) 763-5608


With a copy to:

		Kramer Levin Naftalis & Frankel LLP
		1177 Avenue of the Americas
		New York, NY 10022
		Attention: Kenneth Chin, Esq.
		Telephone: (212) 715-9100
		Facsimile: (212) 715-8000

		and

		Kirkland & Ellis LLP
		555 California Street
		San Francisco, CA 94104
		Attention: Samantha Good
		Telephone: (415) 439-1914
		Facsimile: (415) 439-1500

General Maritime Subsidiary Corporation Third Amended & Restated Credit Agreement

	NORDEA BANK FINLAND PLC, NEW YORK BRANCH, Individually, as Administrative Agent and as Joint Book Runner


	By:	/s/ Martin Lunder
		Name: Martin Lunder
		Title: Senior Vice President


	By:	/s/ Christian David Christensen
		Name: Christian David Christensen
		Title: Assistant Vice President

General Maritime Subsidiary Corporation Third Amended & Restated Credit Agreement

	DNB BANK ASA, Individually and as Joint Book Runner


	By:	/s/ Sanjiv Nayar
		Name: Sanjiv Nayar
		Title: Senior Vice President


	By:	/s/ Kjell Tore Egge
		Name:
		Title:

General Maritime Subsidiary Corporation Third Amended & Restated Credit Agreement

SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, ARLINGTON TANKERS LTD., THE LENDERS PARTY THERETO, AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	HSH Nordbank AG

	By	/s/ Jörn Ohlsen
		Name: Jorn Ohlsen
		Title:

	By	/s/ Johanna Gotter
		Name: Johanna Gotter
		Title:

General Maritime Subsidiary Corporation Third Amended & Restated Credit Agreement

SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, ARLINGTON TANKERS LTD., THE LENDERS PARTY THERETO, AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	BANK OF SCOTLAND PLC

	By	/s/ N ick H unter
		Name:	N ick H unter
		Title:	D irector , S pecialist F inance BSU

General Maritime Subsidiary Corporation Third Amended and Restated Credit Agreement

SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, ARLINGTON TANKERS LTD., THE LENDERS PARTY THERETO, AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	Skandinaviska Enskilda Banken AB (publ)

	By	/s/ Ame Juell-Skielse
		Name:	Ame Juell-Skielse
		Title:

General Maritime Subsidiary Corporation Third Amended and Restated Credit Agreement

SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, ARLINGTON TANKERS LTD., THE LENDERS PARTY THERETO, AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	C itiBank, N.A.


	By	/s/ Peter T. Baumann
		Name:	Peter T. Baumann
		Title:	Managing Director

General Maritime Subsidiary Corporation Third Amended and Restated Credit Agreement

SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, ARLINGTON TANKERS LTD., THE LENDERS PARTY THERETO, AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

NAME OF INSTITUTION:
Citigroup Financial Products Inc.


	By	/s/ Scott R. Evan
		Name:	Scott R. Evan
		Title:	Authorized Signatory

General Maritime Subsidiary Corporation Third Amended and Restated Credit Agreement

SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, ARLINGTON TANKERS LTD., THE LENDERS PARTY THERETO, AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	THE ROYAL BANK OF SCOTLAND PLC:


	By	/s/ Neil J. Bivona
		Name:	Neil J. Bivona
		Title:	Managing Director

General Maritime Subsidiary Corporation Third Amended and Restated Credit Agreement

SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, ARLINGTON TANKERS LTD., THE LENDERS PARTY THERETO, AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	SANTANDER UK PLC

	/s/ Mark McCarthy

	By:	Mark McCarthy

	Title:	Head of Shipping

General Maritime Subsidiary Corporation Third Amended and Restated Credit Agreement

SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, ARLINGTON TANKERS LTD., THE LENDERS PARTY THERETO, AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


	SUMITOMO MITSUI BANKING CORPORATION


	By	/s/ Ryo Suzuki
		Name:	Ryo Suzuki
		Title:	Managing Director

General Maritime Subsidiary Corporation Third Amended and Restated Credit Agreement

SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, ARLINGTON TANKERS LTD., THE LENDERS PARTY THERETO, AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION: Allied Irish Banks, p.l.c.


	By	/s/ M.P. Toolan
		Name:	Matt Toolan
		Title:	Head of Infrastructure

General Maritime Subsidiary Corporation Third Amended and Restated Credit Agreement

SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, ARLINGTON TANKERS LTD., THE LENDERS PARTY THERETO, AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:
	BNP Paribas


	By	/s/ Vikram Hiranandani
		Name:	Vikram Hiranandani
		Title:	Vice President


	By	/s/ Sriram Chandrasekaran
		Name:	Sriram Chandrasekaran
		Title:	Vice President

General Maritime Subsidiary Corporation Third Amended and Restated Credit Agreement

SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, ARLINGTON TANKERS LTD., THE LENDERS PARTY THERETO, AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	Monarch Master Funding Ltd
	By: Monarch Alternative Capital LP
	Its: Advisor


	By	/s/ Andrew J. Herenstein
		Name:	Andrew J. Herenstein
		Title:	Managing Principal

General Maritime Subsidiary Corporation Third Amended & Restated Credit Agreement

SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, ARLINGTON TANKERS LTD., THE LENDERS PARTY THERETO, AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	CREDIT INDUSTRIEL ET COMMERCIAL


	By	/s/ Andrew McKuin
		Name:	Andrew McKuin
		Title:	Vice President


	By	/s/ Alex Aupoix
		Name:	Alex Aupoix
		Title:	Managing Director

General Maritime Subsidiary Corporation Third Amended and Restated Credit Agreement

By executing and delivering a copy hereof, each Subsidiary Guarantor listed below hereby acknowledges and agrees that all Obligations of each such Subsidiary Guarantor shall be fully guaranteed pursuant to the Subsidiaries Guaranty and shall be fully secured pursuant to the Security Documents, in each case in accordance with the respective terms and provisions thereof. Each of the undersigned, each being a Subsidiary Guarantor under, and as defined in, the Original Credit Agreement referenced in the foregoing Credit Agreement, hereby consents to the entering into of the Credit Agreement by the Borrower and agrees to the provisions thereof.

Acknowledged and Agreed by the following Subsidiary Guarantors:

GMR POSEIDON LLC
GMR ULYSSES LLC
GMR HERCULES LLC
GMR ATLAS LLC
GMR ZEUS LLC
GMR MANIATE LLC
GMR SPARTIATE LLC
GMR ARGUS LLC
GMR DAPHNE LLC
GMR DEFIANCE LLC
GMR ELEKTRA LLC
GMR GEORGE T LLC
GMR HOPE LLC
GMR HORN LLC
GMR ORION LLC
GMR PHOENIX LLC
GMR ST. NIKOLAS LLC
GMR SPYRIDON LLC


By:	/s/ Brian Kerr
	Name:	Brian Kerr
	Title:	Manager

General Maritime Subsidiary Corporation Third Amended & Restated Credit Agreement

VISION LTD.
VICTORY LTD.
COMPANION LTD.
COMPATRIOT LTD.
CONSUL LTD.


By:	/s/ Dean Scaglione
	Name:	Dean Scaglione
	Title:	Director


GMR AGAMEMNON LLC
GMR AJAX LLC
GMR DEFIANCE LLC
GMR HARRIET G LLC
GMR KARA G LLC
GMR MINOTAUR LLC
GMR STRENGTH LLC


By:	/s/ Dean Scaglione
	Name:	Dean Scaglione
	Title:	Manager

General Maritime Subsidiary Corporation Third Amended & Restated Credit Agreement

SCHEDULE I

I. TRANCHE A LOANS

INSTITUTIONS	LOANS

NORDEA BANK FINLAND PLC, NEW YORK BRANCH	$	103,452,578.45

DNB BANK ASA	$	103,452,578.39

HSH NORDBANK AG	$	72,881,821.58

BANK OF SCOTLAND PLC	$	36,809,000.80

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)	$	27,606,750.59

CITIBANK, N.A.	$	23,005,625.50

CITIGROUP FINANCIAL PRODUCTS INC.	$	23,005,625.50

NATIXIS, NEW YORK BRANCH	$	23,005,625.50

ROYAL BANK OF SCOTLAND	$	21,820,904.66

SANTANDER UK PLC	$	16,861,608.15

SUMITOMO MITSUI BANKING CORP., NEW YORK	$	9,918,593.03

DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S)	$	9,918,593.03

ALLIED IRISH BANK , P.L.C.	$	8,816,527.13

BNP PARIBAS	$	8,816,527.13

MONARCH MASTER FUNDING LTD.	$	8,816,527.13

CREDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH	$	7,934,874.42

Total:	$	506,123,760.95

II. TRANCHE B LOANS

INSTITUTIONS	LOANS

CITIBANK, N.A.	$	2,853,776.00

SCHEDULE II

LENDER ADDRESSES

INSTITUTIONS	ADDRESSES

NORDEA BANK FINLAND PLC, NEW YORK BRANCH	437 Madison Avenue, 21 st Floor New York, NY 10022
	Attn: Shipping Offshore and Oil Services
	Telephone:		212-318-9636
	Facsimile:		212-421-4420
	E-mail: john.boesen@nordea.com

DNB BANK ASA	200 Park Avenue, 31 st Floor
	New York, NY 10166
	Attn: Sanjiv Nayar/Hugues Calmet
	Telephone:		212-681-3862/3876
	Facsimile:		212-681-3900
	E-mail: sanjiv.nayar@dnb.no
	hugues.calmet@dnb.no

HSH NORDBANK AG	Gerhart-Hauptmann-Platz 50
	D-20095 Hamburg, Germany
	Attn: Jörn Ohlsen
	Telephone:		+49 40 3333 13532
	Facsimile:		+49 40 3333 613532
	E-mail: joern.ohlsen@hsh-nordbank.com

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)	Kungsträdgårdsgatan 8
	S-106 40 Stockholm, Sweden
	Attn: Arne Juell-Skielse
	Telephone: (46) 87 63 8638
	E-mail: arne.juell-skielse@seb.se

CITIBANK, N.A.	388 Greenwich Street, 23rd Floor
	New York, NY 10013
	Attn: Peter Baumann
	Telephone: 212-559-5200
	E-mail: peter.t.baumann@citi.com

CITIGROUP FINANCIAL PRODUCTS INC.	1615 Brett Road
	New Castle, DE 19720
	Attn: Ryan Gallagher / Brian Broyles
	Telephone:		302-894-6021/6175
	Facsimile:		212-994-1591/1592
	E-mail:	glcorporateaction@citigroup.com
		brian.broyles@citi.com

NATIXIS, NEW YORK BRANCH	1251 Avenue of the Americas
	34 th Floor
	New York, NY 10020

	Attn: Roslyn Adams
	Telephone:	212-872-5177
	Facsimile:	347-710-1559
	E-mail: roslyn.adams@us.natixis.com

BANK OF SCOTLAND PLC	c/o Lloyds Bank Corporate Markets
	2nd Floor, New Uberior House
	11 Earl Grey Street, Edinburgh EH3 9BN
	Attn: Douglas Newton
	Telephone: (44) 131 659 1194
	E-mail: douglas.newton1@lloydsbanking.com

ROYAL BANK OF SCOTLAND	5-10 Great Tower Street
	London, England EC3P 3HX
	Attn: Colin Manchester
	Telephone: (44) 20 7085 7039
	E-mail: colin.manchester@rbs.co.uk

SANTANDER UK PLC	2 Triton Square, Regents Place,
	London, England, NW1 3AN
	Attn: Mark McCarthy
	Telephone: (44) 207 756 4803
	E-mail: mark.mccarthy@santander.co.uk

SUMITOMO MITSUI BANKING CORP., NEW YORK	277 Park Avenue
	New York, NY 10172
	Attn: George Neuman
	Telephone: (212) 224-4186
	E-mail: gneuman@smbclf.com

DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S)	Sankt Annæ Plads 3 DK-1250 Copenhagen K Denmark
	Attn: Ole Stærgaard
	Telephone: (45) 33 74 1027
	E-mail: ols@shipfinance.dk

ALLIED IRISH BANKS, P.L.C.	St Helen’s, 1 Undershaft
	London, England EC3A 8AB
	Attn: Matt Toolan
	Telephone: (0) 20 7090 7156
	E-mail: matt.p.toolan@aib.ie

BNP PARIBAS	520 Madison Avenue
	New York NY 10022
	Attn: Vikram Hiranandani
	Telephone: (212) 340-5367
	E-mail: vikram.hiranandani@us.bnpparibas.com

MONARCH MASTER FUNDING LTD.	c/o Monarch Alternative Capital LP
	535 Madison Avenue, 26th Floor
	New York, New York 10022

		Attn: Michael Gillin
		Telephone: (212)-554-1743
		E-mail: michael.gillin@monarchlp.com;
		fundops@monarchlp.com

		cc copy to:
		Nirmala Matai
		Fax: (212)-339-0945
		Email: monarch@imsi.com

CREDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH		520 Madison Avenue New York, NY 10022
		Attn: Andrew McKuin
		Telephone: (212) 715-4430
		E-mail: amckuin@cicny.com

SCHEDULE III

COLLATERAL VESSELS

#	Collateral Vessels	Type	Size (dwt)	Built	Registry	Official Number

	Secondary Collateral Vessels

1	Genmar Poseidon	VLCC	305,795	2002	Republic of the Marshall Islands	2187

2	Genmar Ulysses	VLCC	318,695	2003	Republic of the Marshall Islands	2092

3	Genmar Hercules	VLCC	306,543	2007	Republic of the Marshall Islands	2001

4	Genmar Atlas	VLCC	306,005	2007	Republic of the Marshall Islands	2004

5	Genmar Zeus	VLCC	318,325	2010	Republic of the Marshall Islands	2295

6	Genmar Maniate	Suezmax	165,000	2010	Republic of the Marshall Islands	2247

7	Genmar Spartiate	Suezmax	165,000	2011	Republic of the Marshall Islands	2262

	Primary Collateral Vessels

8	Genmar Agamemnon	Aframax	96,214	1995	Republic of Liberia	10257

9	Genmar Ajax	Aframax	96,183	1996	Republic of Liberia	10259

10	Genmar Daphne	Aframax	106,560	2002	Republic of the Marshall Islands	2501

11	Genmar Defiance	Aframax	105,538	2002	Republic of Liberia	11678

12	Genmar Elektra	Aframax	106,548	2002	Republic of the Marshall Islands	2945

13	Genmar Strength	Aframax	105,674	2003	Republic of Liberia	11846

14	Genmar Minotaur	Aframax	96,226	1995	Republic of Liberia	10948

15	Genmar Consul	Handymax	47,400	2004	Islands of Bermuda	733745

16	Genmar Companion	Panamax	72,750	2004	Islands of Bermuda	733743

17	Genmar Compatriot	Panamax	72,750	2004	Islands of Bermuda	733750

#	Collateral Vessels	Type	Size (dwt)	Built	Registry	Official Number

18	Genmar Argus	Suezmax	164,097	2000	Republic of the Marshall Islands	1826

19	Genmar George T	Suezmax	149,847	2007	Republic of the Marshall Islands	2935

20	Genmar Harriet G	Suezmax	150,205	2006	Republic of Liberia	12884

21	Genmar Hope	Suezmax	153,919	1999	Republic of the Marshall Islands	1343

22	Genmar Horn	Suezmax	159,475	1999	Republic of the Marshall Islands	1225

23	Genmar Kara G	Suezmax	150,296	2007	Republic of Liberia	13098

24	Genmar Orion	Suezmax	159,992	2002	Republic of the Marshall Islands	1641

25	Genmar Phoenix	Suezmax	149,999	1999	Republic of the Marshall Islands	1882

26	Genmar Spyridon	Suezmax	153,972	2000	Republic of the Marshall Islands	1404

27	Genmar St. Nikolas	Suezmax	149,876	2008	Republic of the Marshall Islands	3046

28	Genmar Victory	VLCC	314,000	2001	Islands of Bermuda	733717

29	Genmar Vision	VLCC	314,000	2001	Islands of Bermuda	733716

SCHEDULE IV

EXISTING LIENS

None.

SCHEDULE V

EXISTING INDEBTEDNESS

Borrower(s)	Lender(s)/ Buyer(s)	Governing Agreement	Aggregate Principal Amount		Guarantor(s)
General Maritime Corporation	DNB Bank ASA (f/k/a DnB NOR Bank)	Interest Rate Swap Agreement	$	75,000,000	None
General Maritime Corporation	Nordea Bank Finland plc	Interest Rate Swap Agreement	$	75,000,000	None

SPECIFIED SWAP

Borrower(s)		Lender(s)/ Buyer(s)		Governing Agreement		Guarantor(s)
General Maritime Corporation		Citigroup		Interest Rate Swap Agreement		None

SCHEDULE VI

REQUIRED INSURANCE

Insurance to be maintained on each Collateral Vessel:

(a) The Parent shall, and shall cause its Subsidiaries to, at the Parent’s expense, keep each Collateral Vessel insured with insurers and protection and indemnity clubs or associations of internationally recognized responsibility, and placed in such markets, on such terms and conditions, and through brokers, in each case reasonably acceptable to the Collateral Agent (it being understood that Leeds and Leeds, AON and Marsh are acceptable) and under forms of policies approved by the Collateral Agent against the risks indicated below and such other risks as the Collateral Agent may specify from time to time:

(i) Marine and war risk, including terrorism, confiscation, piracy, London Blocking and Trapping Addendum and Lost Vessel Clause, hull and machinery insurance, hull interest insurance and freight interest insurance, together in an amount in U.S. dollars at all times equal to, except as otherwise approved or required in writing by the Collateral Agent, the greater of (x) the then Fair Market Value of the Collateral Vessel and (y) an amount which, when aggregated with such insured value of the other Collateral Vessels (if the other Collateral Vessels are then subject to a Collateral Vessel Mortgage or a Secondary Collateral Vessel Mortgage in favor of the Collateral Agent under the Credit Agreement, and have not suffered an Event of Loss) is equal to 120% of the sum of (A) the aggregate principal amount of outstanding Loans at such time and (B) the Existing Letter of Credit Exposure at such time. The insured values for hull and machinery required under this clause (i) for each Collateral Vessel shall at all times be in an amount equal to the greater of (x) eighty per cent (80%) of the Fair Market Value of the Collateral Vessel and (y) an amount which, when aggregated with such hull and machinery insured value of the other Collateral Vessels (if the other Collateral Vessels are then subject to a Collateral Vessel Mortgage or a Secondary Collateral Vessel Mortgage in favor of the Collateral Agent and have not suffered an Event of Loss), is equal to the sum of (A) the aggregate principal amount of outstanding Loans at such time and (B) the Existing Letter of Credit Exposure at such time, and the remaining machinery and war risk insurance required by this clause (i) may be taken out as hull and freight interest insurance.

(ii) Marine and war risk protection and indemnity insurance or equivalent insurance (including coverage against liability for crew, fines and penalties arising out of the operation of the Collateral Vessel, insurance against liability arising out of pollution, spillage or leakage, and workmen’s compensation or longshoremen’s and harbor workers’ insurance as shall be required by applicable law) in such amounts approved by the Collateral Agent; provided , however , that insurance against liability under law or international convention arising out of pollution, spillage or leakage shall be in an amount not less than the greater of:

(y) the maximum amount available, as that amount may from time to time change, from the International Group of Protection and Indemnity

Associations (the “ International Group ”) or alternatively such sources of pollution, spillage or leakage coverage as are commercially available in any absence of such coverage by the International Group as shall be carried by prudent shipowners for similar vessels engaged in similar trades plus amounts available from customary excess insurers of such risks as excess amounts shall be carried by prudent shipowners for similar vessels engaged in similar trades; and

(z) the amounts required by the laws or regulations of the United States of America or any applicable jurisdiction in which the Collateral Vessel may be trading from time to time.

(iii) While the Collateral Vessel is idle or laid up, at the option of the Parent and in lieu of the above-mentioned marine and war risk hull insurance, port risk insurance insuring the Collateral Vessel against the usual risks encountered by like vessels under similar circumstances.

(b) The Collateral Agent shall, at the Parent’s expense, keep each Collateral Vessel insured with mortgagee’s interest insurance (including extended mortgagee’s interest-additional perils-pollution) on such conditions as the Collateral Agent may reasonably require and mortgagee’s interest insurance for pollution risks as from time to time agreed, in each case satisfactory to the Collateral Agent and in an amount in U.S. dollars which, when aggregated with such insured value of the other Collateral Vessels (if the other Collateral Vessels are then subject to a Collateral Vessel Mortgage or a Secondary Collateral Vessel Mortgage in favor of the Collateral Agent under the Credit Agreement, and have not suffered an Event of Loss), is not less than 120% of the sum of (A) the aggregate principal amount of outstanding Loans at such time and (B) the Existing Letter of Credit Exposure at such time; all such Collateral Agent’s interest insurance cover shall in the Collateral Agent’s discretion be obtained directly by the Collateral Agent and the Parent shall on demand pay all costs of such cover; premium costs shall be reimbursed by the Parent to the Collateral Agent.

(c) The marine and commercial war-risk insurance required in this Schedule VI for each Collateral Vessel shall have deductibles no higher than the following: (i) Hull and Machinery - U.S. $500,000 (or such other amount as may be agreed to by the Required Lenders) for all hull and machinery claims and each accident or occurrence and (ii) Protection and Indemnity — U.S. $100,000 for collision liabilities, U.S. $50,000 for cargo claims, U.S. $35,000 for crew claims, U.S. $20,000 passenger claims and U.S. $20,000 all other claims, in each case each accident or occurrence.

All insurance maintained hereunder shall be primary insurance without right of contribution against any other insurance maintained by the Collateral Agent. Each policy of marine and war risk hull and machinery insurance with respect to each Collateral Vessel shall provide that the Collateral Agent shall be a named insured in its capacity as Mortgagee and as a loss payee. Each entry in a marine and war risk protection indemnity club with respect to each Collateral Vessel shall note the interest of the Collateral Agent. The Administrative Agent, the Collateral Agent and each of their respective successors and assigns shall not be responsible for

any premiums, club calls, assessments or any other obligations or for the representations and warranties made therein by the Parent, any of the Parent’s Subsidiaries or any other person.

(d) The Collateral Agent shall from time to time, and in any event at least annually, obtain a detailed report signed by a firm of marine insurance brokers acceptable to the Collateral Agent with respect to P & I entry, the hull and machinery and war risk insurance carried and maintained on each Collateral Vessel, together with their opinion as to the adequacy thereof and its compliance with the provisions of this Schedule VI . At the Parent’s expense the Parent will cause its insurance broker (which, for the avoidance of doubt shall be a different insurance broker from the firm of marine insurance brokers referred to in the immediately preceding sentence) and the P & I club or association providing P & I insurance referred to in part (a)(ii) of this Schedule VI , to agree to advise the Collateral Agent by telecopier or electronic mail confirmed by letter of any expiration, termination, alteration or cancellation of any policy, any default in the payment of any premium and of any other act or omission on the part of the Parent or any of its Subsidiaries of which the Parent has knowledge and which might invalidate or render unenforceable, in whole or in part, any insurance on any Collateral Vessel, and to provide an opportunity of paying any such unpaid premium or call, such right being exercisable by the Collateral Agent on a Collateral Vessel on an individual basis and not on a fleet basis. In addition, the Parent shall promptly provide the Collateral Agent with any information which the Collateral Agent reasonably requests for the purpose of obtaining or preparing any report from the Collateral Agent’s independent marine insurance consultant as to the adequacy of the insurances effected or proposed to be effected in accordance with this Schedule VI as of the date hereof or in connection with any renewal thereof, and the Parent shall upon demand indemnify the Collateral Agent in respect of all reasonable fees and other expenses incurred by or for the account of the Collateral Agent in connection with any such report, provided that the Collateral Agent shall be entitled to such indemnity only for one such report during a period of twelve months.

The underwriters or brokers shall furnish the Collateral Agent with a letter or letters of undertaking to the effect that:

(i) they will hold the instruments of insurance, and the benefit of the insurances thereunder, to the order of the Collateral Agent in accordance with the terms of the loss payable clause referred to in the relevant Assignment of Insurances or Secondary Assignment of Insurances for each Collateral Vessel, as applicable;

(ii) they will have endorsed on each and every policy as and when the same is issued the loss payable clause and the notice of assignment referred to in the relevant Assignment of Insurances or Secondary Assignment of Insurances for each Collateral Vessel, as applicable; and

(iii) they will not set off against any sum recoverable in respect of a claim against any Collateral Vessel under the said underwriters or brokers or any other Person in respect of any other vessel nor cancel the said insurances by reason of non-payment of such premiums or other amounts.

All policies of insurance required hereby shall provide for not less than 14 days prior written notice to be received by the Collateral Agent of the termination or cancellation of the insurance evidenced thereby. All policies of insurance maintained pursuant to this Schedule VI for risks covered by insurance other than that provided by a P & I Club shall contain provisions waiving underwriters’ rights of subrogation thereunder against any assured named in such policy and any assignee of said assured. The Parent shall, and shall cause its Subsidiaries to, assign to the Collateral Agent its full rights under any policies of insurance in respect of each Collateral Vessel. The Parent agrees that it shall, and shall cause each of its Subsidiaries to, deliver, unless the insurances by their terms provide that they cannot cease (by reason of nonrenewal or otherwise) without the Collateral Agent being informed and having the right to continue the insurance by paying any premiums not paid by the Parent, receipts showing payment of premiums for Required Insurance and also of demands from the Collateral Vessel’s P & I underwriters to the Collateral Agent at least two (2) days before the risk in question commences.

(e) Unless the Collateral Agent shall otherwise agree, all amounts of whatsoever nature payable under any insurance must be payable to the Collateral Agent for distribution first to itself and thereafter to the Parent or others as their interests may appear, provided that, notwithstanding anything to the contrary herein, until otherwise required by the Collateral Agent by notice to the underwriters upon the occurrence and continuance of a Default or an Event of Default hereunder, (i) amounts payable under any insurance on each Collateral Vessel with respect to protection and indemnity risks may be paid directly to (x) the Parent to reimburse it for any loss, damage or expense incurred by it and covered by such insurance or (y) the Person to whom any liability covered by such insurance has been incurred provided that the underwriter shall have first received evidence that the liability insured against has been discharged, and (ii) amounts payable under any insurance with respect to each Collateral Vessel involving any damage to each Collateral Vessel not constituting an Event of Loss, may be paid by underwriters directly for the repair, salvage or other charges involved or, if the Parent shall have first fully repaired the damage or paid all of the salvage or other charges, may be paid to the Parent as reimbursement therefor; provided , however , that if such amounts (including any deductible) are in excess of U.S. $2,000,000, the underwriters shall not make such payment without first obtaining the written consent thereto of the Collateral Agent.

(f) All amounts paid to the Collateral Agent in respect of any insurance on the Collateral Vessels shall be disposed of as follows (after deduction of the expenses of the Collateral Agent in collecting such amounts):

(i) any amount which might have been paid at the time, in accordance with the provisions of paragraph (d) above, directly to the Parent or others shall be paid by the Collateral Agent to, or as directed by, the Parent;

(ii) all amounts paid to the Collateral Agent in respect of an Event of Loss of the Collateral Vessel shall be applied by the Collateral Agent to the payment of the Indebtedness hereby secured pursuant to Section 5.02(c) of the Credit Agreement and subject to the Intercreditor Agreements;

(iii) all other amounts paid to the Collateral Agent in respect of any insurance on the Collateral Vessel may, in the Collateral Agent’s sole discretion, be held and applied to the prepayment of the Obligations or to making of needed repairs or other work on the Collateral Vessel, or to the payment of other claims incurred by the Parent or any of its Subsidiaries relating to the Collateral Vessel, or may be paid to the Parent or whosoever may be entitled thereto.

(g) In the event that any claim or lien is asserted against any Collateral Vessel for loss, damage or expense which is covered by insurance required hereunder and it is necessary for the Parent to obtain a bond or supply other security to prevent arrest of such Collateral Vessel or to release the Collateral Vessels from arrest on account of such claim or lien, the Collateral Agent, on request of the Parent, may, in the sole discretion of the Collateral Agent, assign to any Person, firm or corporation executing a surety or guarantee bond or other agreement to save or release the Collateral Vessel from such arrest, all right, title and interest of the Collateral Agent in and to said insurance covering said loss, damage or expense, as collateral security to indemnify against liability under said bond or other agreement.

(h) The Parent shall deliver to the Collateral Agent certified copies and, whenever so requested by the Collateral Agent, the originals of all certificates of entry, cover notes, binders, evidences of insurance and policies and all endorsements and riders amendatory thereof in respect of insurance maintained pursuant to Section 8.03 of the Credit Agreement and this Schedule VI for the purpose of inspection or safekeeping, or, alternatively, satisfactory letters of undertaking from the broker holding the same. The Collateral Agent shall be under no duty or obligation to verify the adequacy or existence of any such insurance or any such policies, endorsement or riders.

(i) The Parent will not, and will not permit any of its Subsidiaries to, execute or permit or willingly allow to be done any act by which any insurance may be suspended, impaired or cancelled, and that it will not permit or allow the Collateral Vessels to undertake any voyage or run any risk or transport any cargo which may not be permitted by the policies in force, without having previously notified the Collateral Agent in writing and insured the Collateral Vessels by additional coverage to extend to such voyages, risks, passengers or cargoes.

(j) In case any underwriter proposes to pay less on any claim than the amount thereof, the Parent shall forthwith inform the Collateral Agent, and if a Default, an Event of Default or an Event of Loss has occurred and is continuing, the Collateral Agent shall have the exclusive right to negotiate and agree to any compromise.

(k) The Parent will, and will cause each of its Subsidiaries to, comply with and satisfy all of the provisions of any applicable law, convention, regulation, proclamation or order concerning financial responsibility for liabilities imposed on the Parent, its Subsidiaries or the Collateral Vessels with respect to pollution by any state or nation or political subdivision thereof and will maintain all certificates or other evidence of financial responsibility as may be required by any such law, convention, regulation, proclamation or order with respect to the trade in which the Collateral Vessels are from time to time engaged and the cargo carried by it.

SCHEDULE VII

ERISA

General Maritime Corporation 401(k) Profit Sharing Plan and Trust

SCHEDULE VIII

SUBSIDIARIES

Name of Subsidiary	Direct Owner(s)	Percent (%) Ownership	Jurisdiction of Organization
General Maritime Subsidiary Corporation	General Maritime Corporation	100%	Republic of the Marshall Islands
General Maritime Management LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
General Maritime Management (UK) LLC	General Maritime Management LLC	100%	Republic of the Marshall Islands
General Maritime Management (Hellas) LLC	General Maritime Management LLC	100%	Republic of Liberia
General Maritime Management (Portugal) LLC	General Maritime Management LLC	100%	Republic of the Marshall Islands
General Maritime Management (Portugal) LDA	General Maritime Management (Portugal) LLC	100%	Republic of Portugal
General Maritime Crewing Pte. Ltd.	General Maritime Management (Portugal) LLC	100%	Singapore
General Maritime Crewing Private Limited (India Division Office)	General Maritime Crewing Pte. Ltd.	100%	India
General Maritime Crewing Limited	General Maritime Crewing Pte. Ltd.	100%	Russia
GMR Chartering LLC	General Maritime Subsidiary Corporation	100%	New York
GMR Administration Corp.	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR Agamemnon LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
GMR Ajax LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
GMR Alexandra LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR Argus LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR Constantine LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
GMR Daphne LLC	General Maritime Subsidiary	100%	Republic of the

Name of Subsidiary	Direct Owner(s)	Percent (%) Ownership	Jurisdiction of Organization
	Corporation		Marshall Islands
GMR Defiance LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
GMR Elektra LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR George T LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR GP LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR Gulf LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR Harriet G LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
GMR Hope LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR Horn LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR Kara G LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
GMR Limited LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR Minotaur LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
GMR Orion LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR Phoenix LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR Princess LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
GMR Progress LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
GMR Revenge LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia

Name of Subsidiary	Direct Owner(s)	Percent (%) Ownership	Jurisdiction of Organization
GMR St. Nikolas LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR Spyridon LLC	General Maritime Subsidiary Corporation	100%	Republic of the Marshall Islands
GMR Star LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
GMR Strength LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
GMR Trader LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
GMR Trust LLC	General Maritime Subsidiary Corporation	100%	Republic of Liberia
Arlington Tankers Ltd.	General Maritime Corporation	100%	Bermuda
Companion Ltd.	Arlington Tankers Ltd.	100%	Bermuda
Compatriot Ltd.	Arlington Tankers Ltd.	100%	Bermuda
Consul Ltd.	Arlington Tankers Ltd.	100%	Bermuda
Victory Ltd.	Arlington Tankers Ltd.	100%	Bermuda
Vision Ltd.	Arlington Tankers Ltd.	100%	Bermuda
Arlington Tankers, LLC	Arlington Tankers Ltd.	100%	Delaware
General Maritime Subsidiary II Corporation	General Maritime Corporation	100%	Republic of the Marshall Islands
GMR Poseidon LLC	General Maritime Subsidiary II Corporation	100%	Republic of the Marshall Islands
GMR Ulysses LLC	General Maritime Subsidiary II Corporation	100%	Republic of the Marshall Islands
GMR Hercules LLC	General Maritime Subsidiary II Corporation	100%	Republic of the Marshall Islands
GMR Atlas LLC	General Maritime Subsidiary II Corporation	100%	Republic of the Marshall Islands
GMR Zeus LLC	General Maritime Subsidiary II	100%	Republic of the

Name of Subsidiary	Direct Owner(s)	Percent (%) Ownership	Jurisdiction of Organization
	Corporation		Marshall Islands
GMR Maniate LLC	General Maritime Subsidiary II Corporation	100%	Republic of the Marshall Islands
GMR Spartiate LLC	General Maritime Subsidiary II Corporation	100%	Republic of the Marshall Islands
General Maritime Investments LLC	General Maritime Corporation	100%	Republic of the Marshall Islands
General Product Carriers Corporation	General Maritime Investments LLC	100%	Republic of the Marshall Islands
General Maritime Subsidiary NSF Corporation	General Maritime Corporation	100%	Republic of the Marshall Islands
Concept Ltd.	General Maritime Subsidiary NSF Corporation	100%	Bermuda
Concord Ltd.	General Maritime Subsidiary NSF Corporation	100%	Bermuda
Contest Ltd.	General Maritime Subsidiary NSF Corporation	100%	Bermuda
GMR Concord LLC	General Maritime Subsidiary NSF Corporation	100%	Republic of the Marshall Islands
GMR Contest LLC	General Maritime Subsidiary NSF Corporation	100%	Republic of the Marshall Islands
GMR Concord LLC	General Maritime Subsidiary NSF Corporation	100%	Republic of the Marshall Islands

SCHEDULE IX

CAPITALIZATION

All defined terms used in this Schedule IX and not defined in the Agreement shall have the meaning assigned thereto in the Plan of Reorganization.

New Equity Investment Shares	Oaktree Plan Sponsors	4,750,272

Commitment Fee GMR Common Stock	Oaktree Plan Sponsors	300,017

OCM Conversion Shares	OCM	4,750,271

Unsecured Creditor Equity Distribution	Unsecured Creditor Distribution Escrow Account	200,011

New GMR Warrants	Unsecured Creditor Distribution Escrow Account	309,296

Subject to dilution for New GMR Common Stock issuable under the Equity Incentive Program (each as defined in the Plan of Reorganization).

Note: Subject to True-Up for Rejection Claim Damage Claims pursuant to Article IX.D of the Plan of Reorganization.

SCHEDULE X

APPROVED CLASSIFICATION SOCIETIES

American Bureau of Shipping
Nippon Kaiji Kyokai
Germanischer Lloyd
Lloyd’s Register of Shipping
Bureau Veritas
Det Norske Veritas

SCHEDULE XI

EXISTING INVESTMENTS

None.

SCHEDULE XII

EXISTING LETTERS OF CREDIT

Issuing Lender	Letter of Credit Number	Account Party	Stated Amount		Beneficiary	Expiry Date
Nordea Bank Norge ASA	SBY52517	General Maritime Corporation	$	658,344.00	Fisher Park Lane Owner LLC	12/10/2012

SCHEDULE XIII

TRANSACTIONS WITH AFFILIATES

None.

SCHEDULE XIV

SUBSIDIARY GUARANTORS

Name of Subsidiary		Direct Owner(s)
GMR Agamemnon LLC		General Maritime Subsidiary Corporation
GMR Ajax LLC		General Maritime Subsidiary Corporation
GMR Argus LLC		General Maritime Subsidiary Corporation
GMR Daphne LLC		General Maritime Subsidiary Corporation
GMR Defiance LLC		General Maritime Subsidiary Corporation
GMR Elektra LLC		General Maritime Subsidiary Corporation
GMR George T LLC		General Maritime Subsidiary Corporation
GMR Harriet G LLC		General Maritime Subsidiary Corporation
GMR Hope LLC		General Maritime Subsidiary Corporation
GMR Horn LLC		General Maritime Subsidiary Corporation
GMR Kara G LLC		General Maritime Subsidiary Corporation
GMR Minotaur LLC		General Maritime Subsidiary Corporation
GMR Orion LLC		General Maritime Subsidiary Corporation
GMR Phoenix LLC		General Maritime Subsidiary Corporation
GMR St. Nikolas LLC		General Maritime Subsidiary Corporation
GMR Spyridon LLC		General Maritime Subsidiary Corporation
GMR Strength LLC		General Maritime Subsidiary Corporation
Companion Ltd.		Arlington Tankers Ltd.
Compatriot Ltd.		Arlington Tankers Ltd.
Consul Ltd.		Arlington Tankers Ltd.
Victory Ltd.		Arlington Tankers Ltd.
Vision Ltd.		Arlington Tankers Ltd.
GMR Poseidon LLC		General Maritime Subsidiary II Corporation

Name of Subsidiary		Direct Owner(s)
GMR Ulysses LLC		General Maritime Subsidiary II Corporation
GMR Hercules LLC		General Maritime Subsidiary II Corporation
GMR Atlas LLC		General Maritime Subsidiary II Corporation
GMR Zeus LLC		General Maritime Subsidiary II Corporation
GMR Maniate LLC		General Maritime Subsidiary II Corporation
GMR Spartiate LLC		General Maritime Subsidiary II Corporation

SCHEDULE XV

LITIGATION

· On or about August 29, 2007, an oil sheen was discovered by shipboard personnel of the Genmar Progress in Guayanilla Bay, Puerto Rico in the vicinity of the vessel. The vessel crew took prompt action pursuant to the vessel response plan. The Parent’s subsidiary which operates the vessel promptly reported this incident to the U.S. Coast Guard and subsequently accepted responsibility under the U.S. Oil Pollution Act of 1990 for any damage or loss resulting from the accidental discharge of bunker fuel determined to have been discharged from the vessel. The Parent understands the federal and Puerto Rico authorities are conducting civil investigations into an oil pollution incident which occurred during this time period on the southwest coast of Puerto Rico including Guayanilla Bay. The extent to which oil discharged from the Genmar Progress is responsible for this incident is currently the subject of investigation. The U.S. Coast Guard has designated the Genmar Progress as a potential source of discharged oil. Under the U.S. Oil Pollution Act of 1990, the source of the discharge is liable, regardless of fault, for damages and oil spill remediation as a result of the discharge. On January 13, 2009, the Parent received a demand from the U.S. National Pollution Fund for approximately $5.8 million for the U.S. Coast Guard’s response costs and certain costs of the Departamento de Recursos Naturales y Ambientales of Puerto Rico in connection with the alleged damage to the environment caused by the spill. In April 2010, the U.S. National Pollution Fund made an additional natural resource damage assessment claim against the Parent of approximately $0.5 million. In October 2010, the Parent entered into a settlement agreement with the U.S. National Pollution Fund in which the Parent agreed to pay approximately $6.3 million in full satisfaction of the oil spill response costs of the U.S. Coast Guard and natural damage assessment costs of the U.S. National Pollution Fund through the date of the settlement agreement. Pursuant to the settlement agreement, the U.S. National Pollution Fund will waive its claims to any additional civil penalties under the U.S. Clean Water Act as well as for accrued interest. The settlement has been paid in full by the vessel’s protection and indemnity underwriters. Notwithstanding the settlement agreement, the Parent may be subject to any further potential claims by the U.S. National Pollution Fund or the U.S. Coast Guard arising from the ongoing natural resource damage assessment.

· On November 25, 2008, a jury in the Southern District of Texas found General Maritime Management (Portugal) L.D.A., a subsidiary of GMR (“GMM Portugal”), and two vessel officers of the Genmar Defiance guilty of violating the Act to Prevent Pollution from Ships and 18 USC 1001. The conviction resulted from charges based on alleged incidents occurring on board the Genmar Defiance arising from potential failures by shipboard staff to properly record discharges of bilge waste during the period of November 24, 2007 through November 26, 2007. Pursuant to the sentence imposed by the Court on March 13, 2009, GMM Portugal paid a $1 million fine in April 2009 and is subject to a probationary period of five years. During this period, a court-appointed monitor will monitor and audit GMM Portugal’s compliance with its environmental compliance plan, and GMM Portugal is required to designate a responsible corporate officer to submit monthly reports to, and respond to inquiries from, the court’s probation department. The court stated that, should GMM Portugal engage in future conduct in violation of its probation, it may, under appropriate circumstances, ban certain of the Parent’s vessels from calling on U.S. ports. Any violations of probation may also result in additional penalties, costs or sanctions being imposed on the Parent.

SCHEDULE XVI

NON-RECOURSE SUBSIDIARIES

None.

EXHIBIT A

FORM OF NOTICE OF INTEREST PERIOD ELECTION

[Date]

Nordea Bank Finland plc, New York Branch,

as Administrative Agent for the Lenders party

to the Credit Agreement referred to below

437 Madison Avenue, 21 st Floor

New York, NY 10022

Attention: [ ]

Ladies and Gentlemen:

The undersigned, General Maritime Subsidiary Corporation (the “ Borrower ”), refers to the Third Amended and Restated Credit Agreement, dated as of May 17, 2012 (as amended, restated, modified and/or supplemented from time to time, the “ Credit Agreement ,” the terms defined therein being used herein as therein defined), among General Maritime Corporation, the Borrower, General Maritime Subsidiary II Corporation, as a guarantor, Arlington Tankers Ltd., as a guarantor, the lenders from time to time party thereto (the “ Lenders ”) and you, as Administrative Agent and Collateral Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.08(a) of the Credit Agreement, that the undersigned hereby elects an Interest Period under the Credit Agreement, and in that connection set forth below the information relating to such election (the “ Proposed Interest Period ”) as required by Section 2.08(a) of the Credit Agreement:

(i) The commencement date of the Proposed Interest Period is (the “ Election Date ”).(1)

(ii) The aggregate principal amount of the Loans to be included in the Borrowing is $ .

(iii) The proposed Interest Period is [months(s)].(2)

(1) Shall be a Business Day at least three Business Days after the date hereof, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 a.m. (New York time) on such day.

(2) The initial Interest Period for any Loan shall commence on the Restatement Effective Date of such Loan and each Interest Period occurring thereafter in respect of such Loan shall commence on the day immediately following the day on which the immediately preceding Interest Period applicable thereto expires and shall be for a one, three or six month period (or such other period as all the Lenders may agree).

	Very truly yours,

	GENERAL MARITIME SUBSIDIARY CORPORATION

	By:
		Name:
		Title:

EXHIBIT B

FORM OF NOTE

$	New York, New York

[Date]

FOR VALUE RECEIVED, GENERAL MARITIME SUBSIDIARY CORPORATION, a Marshall Islands corporation (the “ Borrower ”), hereby promises to pay to or its registered assigns (the “ Lender ”), in lawful money of the United States of America in immediately available funds, at the office of Nordea Bank Finland plc, New York Branch (the “ Administrative Agent ”) located at 437 Madison Avenue, 21 st Floor New York, NY 10022 on the Maturity Date (as defined in the Credit Agreement (as defined below)) the principal sum of DOLLARS ($ ) or, if less, the then aggregate unpaid principal amount of all Loans (as defined in the Credit Agreement) made by the Lender pursuant to the Credit Agreement, payable at such times and in such amounts as specified in the Credit Agreement.

The Borrower also promises to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid in full at the rates and at the times provided in Section 2.07 of the Credit Agreement.

This Note is one of the Notes referred to in the Third Amended and Restated Credit Agreement, dated as of May 17, 2012, among General Maritime Corporation, as parent, the Borrower, General Maritime Subsidiary II Corporation, as a guarantor, Arlington Tankers Ltd., as a guarantor, the lenders from time to time party thereto (including, without limitation, the Lender) and Nordea Bank Finland plc, New York Branch, as the Administrative Agent and Collateral Agent (as amended, restated, modified and/or supplemented from time to time, the “ Credit Agreement ”; the capitalized terms defined therein being used herein as therein defined) and is entitled to the benefits thereof and of the other Credit Documents. This Note is secured by the Security Documents and is entitled to the benefits of the Guaranty. This Note is subject to voluntary prepayment and mandatory repayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement.

If an Event of Default shall occur and be continuing, the principal amount hereof and accrued interest on this Note may become or be declared to be due and payable in the manner and with the effect provided in the Credit Agreement.

The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).

	GENERAL MARITIME SUBSIDIARY CORPORATION


	By
		Name:
		Title:

EXHIBIT C-1

KIRKLAND & ELLIS LLP

AND AFFILIATED PARTNERSHIPS

601 Lexington Avenue

New York, New York 10022

		(212) 446-4800		Facsimile:
				(212) 446-4900

www.kirkland.com

May 17, 2012

Nordea Bank Finland PLC, New York Branch,

as Administrative Agent, and each of the

Lenders party to the Credit Agreement referred

to below

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special New York legal counsel to General Maritime Corporation, a Marshall Islands corporation (the “ Parent ”), General Maritime Subsidiary Corporation, a Marshall Islands corporation (the “ Borrower ”). General Maritime Subsidiary II Corporation, a Marshall Islands corporation (“ GMSCII ”), Arlington Tankers Ltd., a Bermuda corporation (“ Arlington ”) and each of the other Subsidiaries of the Parent listed on Schedule E hereto (the “ Subsidiary Guarantors ”, and together with GMSCII, Parent, Borrower and Arlington, each a “ Transaction Party ” and collectively, the “ Transaction Parties ”) in response to the requirement in Section 12.10(viii) of the Third Amended and Restated Credit Agreement, dated as of the date hereof (the “ Credit Agreement ”), by and among the Transaction Parties, the lenders party thereto (the “ Lenders ”) and Nordea Bank Finland PLC, New York Branch, as administrative agent (in such capacity, the “ Administrative Agent ”) and as collateral agent (in such capacity, the “ Collateral Agent ”, and together with the Lenders and the Administrative Agent, “ you ”). Capitalized terms used herein without definition shall have the respective meanings ascribed to such terms in the Credit Agreement.

For purposes of this opinion letter, we have reviewed executed counterparts of the Credit Agreement and each of the other documents and instruments identified on Schedule F attached hereto (the “ Other Transaction Documents ”), each in the form executed and delivered on this date. For purposes hereof, the Credit Agreement and the Other Transaction Documents, each in the form reviewed by us on the date hereof for purposes of this opinion letter, are called the “ Transaction Documents ”. References in this opinion letter to the “ New York UCC ” mean the Uniform Commercial Code as in effect on the date hereof in the State of New York. The term “ DC UCC ” means the Uniform Commercial Code as currently in effect in the District of Columbia as set forth in the Commerce Clearing House, Inc. Secured Transactions Guide as supplemented through April 24, 2012 (the “ Guide ”) and the regulations set forth in Section 5.13 (Uniform Commercial Code (UCC) Article 9 filings) of Chapter 5 of Title 9 of the Code of the District of Columbia Municipal Regulations. References in this opinion letter to the “ Financing Statements ” mean those UCC Form-1 Financing Statements to be filed on the date hereof.

Chicago

Hong Kong

London

Los Angeles

Munich

Palo Alto

San Francisco

Shanghai

Washington, D.C.

Subject to the assumptions, qualifications, exclusions and other limitations which are identified in this letter and in the schedules attached to this letter, we advise you, and with respect to each legal issue addressed in this letter, it is our opinion that:

1. Each of the Transaction Documents to which a Transaction Party is a party is a valid and binding obligation of such Transaction Party, and is enforceable against such Transaction Party in accordance with its terms.

2. No Transaction Party is presently required to obtain any consent, approval, authorization or order of, or make any filings or registrations with, any United States Federal or New York State court or governmental body, authority or agency in order to obtain the right to execute and deliver the Transaction Documents to which it is a party and to perform its obligations under the Transaction Documents to which it is a party, except for: (a) such consents, authorizations, approvals, orders, registrations or filings as have been obtained or made prior to the date hereof, (b) filings necessary to perfect liens and security interests granted under the Transaction Documents and to release existing liens, (c) actions or filings required in connection with ordinary course conduct by the Transaction Parties of their respective businesses and ownership or operation by the Transaction Parties of their respective assets in the ordinary course of business and (d) actions and filings required under any of the laws, regulations or governmental requirements set forth on Schedule C hereto (in each case, as to which we express no opinion).

3. The execution and delivery by each Transaction Party of the Transaction Documents to which it is a party and the performance by each Transaction Party of its obligations under the Transaction Documents to which it is a party will not: (a) constitute a violation by such Transaction Party of any applicable provision of existing statutory law of the State of New York or of the United States of America, or governmental regulation applicable to such Transaction Party, including, without limitation, Regulations U and X of the Board of Governors of the Federal Reserve System, and covered by this letter or (b) result in the creation or imposition of (or obligation to create or impose) any Lien on any property of any Transaction Party pursuant to any contract or agreement set forth on Schedule G attached hereto (the “ Specified Agreements ”) (other than Liens created pursuant to the Transaction Documents) and (c) violate the terms or provisions of any Specified Agreement or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under such Specified Agreement (provided that in each case we express no opinion as to compliance with any financial covenant or test or the effect of any cross-default provision in any such agreement).

4. With respect to each Transaction Party, the Pledge Agreement creates a valid and enforceable security interest in favor of the Collateral Agent, as security for the

Obligations (as defined in the Pledge Agreement), in such Transaction Party’s collateral therein described (other than (i) the securities of any entity not organized pursuant to the laws of the United States of America, one of the fifty states of the United States of America, or the District of Columbia or (ii) the property of any entity held in a jurisdiction other than the United States of America, one of the fifty states of the United States of America, or the District of Columbia, in each case, as to which we express no opinion in this paragraph) (the “ Collateral ”) that such Transaction Party has rights in, or the power to transfer rights in, to the Collateral Agent and constitutes property in which a security interest can be granted under Article 9 of the New York UCC (such Collateral is referred to herein as the “ Code Collateral ”),

5. (a) Under the New York UCC, the perfection of the Collateral Agent’s security interest in the Code Collateral (i) will, as a general matter and except as otherwise provided in Sections 9-301 through 9-307 of the New York UCC, be governed by the local law of the jurisdiction in which the applicable grantor is located (which in the case of (A) a registered organization (as defined in the New York UCC) such as a corporation or a limited liability company that is organized under the laws of a State (as defined in Section 9-102 of the New York UCC) is the State under whose laws such registered organization is organized, (B) an organization that is not a registered organization, is at its place of business if it has only one place of business or at its chief executive office if it has more than one place of business), or (C) an organization that is not a registered organization organized under the laws of the United States or a State thereof and whose chief executive office or place of business, as applicable, is not in a jurisdiction whose law generally requires information concerning the existence of a non-possessory security interest to be made generally available in a filing, recording, or registration system as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral, in the District of Columbia), (ii) will, in the case of a possessory security interest, generally be governed by the local law of the jurisdiction in which the collateral is located, (iii) which constitutes certificated securities will be governed by the local law of the jurisdiction in which the security certificates are located (other than perfection by filing, which is governed by the local law of the jurisdiction in which the applicable grantor is located) as specified in Section 9-305(a)(1) of the New York UCC, (iv) that constitutes uncertificated securities will be governed by the local law of the issuer’s jurisdiction as specified in Section 8-110(d) of the New York UCC pursuant to Section 9-305(a)(2) of the New York UCC (other than perfection by filing, which is governed by the local law of the jurisdiction in which the applicable grantor is located), (v) which constitutes deposit accounts will be governed by the local law of the depositary bank’s jurisdiction as specified in Section 9-304 of the New York UCC, (vi), and (vi) which constitutes other categories will be governed by the laws of the

jurisdiction or jurisdictions specified in Sections 9-301 through 9-307 of the New York UCC.

(b) Assuming that the chief executive office or place of business, as applicable, of each Transaction Party is located in a jurisdiction whose law does not generally require information concerning the existence of a non-possessory security interest to be made generally available in a filing, recording, or registration system (a matter as to which we express no opinion), (i) under the New York UCC the perfection by filing of the Collateral Agent’s security interest granted by each Transaction Party in Code Collateral is governed by the laws of the District of Columbia (the “ Filing Office ”), and (ii) when the Financing Statements naming each Transaction Party as debtor are duly filed in the office of the District of Columbia Recorder of Deeds (together with the payment of all filing and recording fees), then the security interests granted to the Collateral Agent by each Transaction Party in the Code Collateral owned by such Transaction Party will be perfected to the extent both (A) such Code Collateral is also described in such Financing Statements (which description for purposes of such Financing Statements may be a generic description such as “all assets” or “all personal property” since the use of such generic description for purposes of the Financing Statements is specifically authorized by the relevant Transaction Party in the Pledge Agreement) and (B) such security interests can be perfected by the filing of Uniform Commercial Code financing statements in the District of Columbia.

6. Upon execution and delivery of each DACA, such DACA is effective to perfect (i) Nordea Bank Finland PLC, New York Branch’s, as “First Priority Agent” and “Second Priority Agent” in the Nordea DACA and (ii) Nordea Bank Finland PLC, New York Branch’s, as “Collateral Agent” in the Pari Passu DACAs, interest in the deposit accounts identified therein (each a “ Deposit Account ’’) under Article 9 of the New York UCC, assuming that (a) each Deposit Account is a “deposit account” as defined in Section 9-102 of the New York UCC and not investment property or an account evidenced by an instrument, (b) for purposes of the New York UCC the jurisdiction of each Deposit Account Bank is the State of New York, (c) each Deposit Account Bank is a “bank” as defined in Article 9 of the New York UCC and (d) each Deposit Account Bank is the depository bank with regard to such account.

Each opinion in this letter is subject to the General Qualifications that are recited in Schedule A to this letter to the extent relevant to such opinion. In preparing this letter, we have relied without any independent verification upon the assumptions recited in Schedule B to this letter and upon: (i) information contained in certificates obtained from governmental authorities; (ii) factual information represented in the Credit Agreement and the Other Transaction Documents to be true; (iii) factual information provided to us in support certificates executed by each Transaction Party; and (iv) factual information we have obtained from such other sources as

we have deemed reasonable. We have examined the originals or copies certified to our satisfaction, of such other corporate or limited liability company records, as applicable, of the Transaction Parties as we deem necessary for or relevant to this letter, certificates of public officials and other officers of the Transaction Parties and we have assumed without investigation that there has been no relevant change or development between the dates as of which the information cited in the preceding sentence was given and the date of this letter and that the information upon which we have relied is accurate and does not omit disclosures necessary to prevent such information from being misleading.

While we have not conducted any independent investigation to determine facts upon which our opinions are based or to obtain information about which this letter advises you, we confirm that we do not have any actual knowledge which has caused us to conclude that our reliance and assumptions cited in the preceding paragraph are unwarranted or that any information supplied to us in connection with the preparation of this letter is wrong. The terms “knowledge”, “actual knowledge” and “aware” whenever it is used in this letter with respect to our firm means conscious awareness at the time this letter is delivered on the date it bears by the following Kirkland & Ellis LLP lawyers who have had significant involvement with the negotiation or preparation of the Transaction Documents (herein called our “ Designated Transaction Lawyers ”): Samantha B. Good, Candace Wilhelm and William Pearce.

Except as set forth in the following sentences of this paragraph, our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York and such Federal law of the United States which, in each case, is in our experience normally applicable to general business entities not engaged in regulated business activities and to transactions of the type contemplated in the Transaction Documents between the Transaction Parties, on the one hand, and you, on the other hand (but without our having made any special investigation as to any other laws), except that we express no opinion or advice as to any law or legal issue (a) which might be violated by any misrepresentation or omission or a fraudulent act, (b) to which any Transaction Party may be subject as a result of your legal or regulatory status, your sale or transfer of the Loans or interests therein or your (as opposed to any other lender’s) involvement in the transactions contemplated by the Transaction Documents, or (c) identified on Schedule C . Our opinions in paragraph 5 with respect to each Transaction Party are based exclusively on our review of the DC UCC, the regulations set forth in Section 5.13 (Uniform Commercial Code (UCC) Article 9 Filings) of Chapter 5 of Title 9 of the Code of the District of Columbia Municipal Regulations (in each case, without regard to judicial interpretation thereof or rules or regulations promulgated thereunder). We have assumed that the statutory provisions of the DC UCC are given the same interpretation by the courts of the District of Columbia as the corresponding provisions of the New York UCC are given by the courts of the State of New York. Furthermore, we expressly disclaim any opinion regarding the contract or general law of any state (other than the State of New York) that may be incorporated by reference into the relevant statutory scheme governing partnerships or limited liability companies in such state, or

into any limited liability company agreement, limited partnership agreement or similar governing document (howsoever denominated) entered into pursuant thereto. We advise you that some issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern. Our opinions are subject to all qualifications in Schedule A and do not cover or otherwise address any law or legal issue which is identified in the attached Schedule C or any provision of the Transaction Documents of any type identified in Schedule D . Provisions in the Transaction Documents which are not excluded by Schedule D or any other part of this letter or its attachments are called the “ Relevant Agreement Terms .”

Our advice on each legal issue addressed in this letter represents our opinion as to how that issue would be resolved were it to be considered by the highest court of the jurisdiction upon whose law our opinion on that issue is based. The manner in which any particular issue would be treated in any actual court case would depend in part on facts and circumstances particular to the case, and this letter is not intended to guarantee the outcome of any legal dispute which may arise in the future. It is possible that some Relevant Agreement Terms of a remedial nature contained in the Transaction Documents may not prove enforceable for reasons other than those cited in this letter should an actual enforcement action be brought, but (subject to all the exceptions, qualifications, exclusions and other limitations contained in this letter) such unenforceability would not in our opinion prevent you from realizing the principal benefits purported to be provided by the Relevant Agreement Terms of a remedial nature contained in the Transaction Documents.

This letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which our Designated Transaction Lawyers did not have actual knowledge at that time, by reason of any change subsequent to that time in any law, other governmental requirement or interpretation thereof covered by any of our opinions, or for any other reason. The attached schedules are an integral part of this letter, and any term defined in this letter or any Schedule has that defined meaning wherever it is used in this letter or in any schedule to this letter.

You may rely upon this letter only for the purpose served by the provisions in the Credit Agreement cited in the initial paragraph of this letter in response to which it has been delivered. Without our written consent: (i) no person other than you may rely on this letter for any purpose; (ii) this letter may not be cited or quoted in any financial statement, prospectus, private placement memorandum or other similar document; (iii) this letter may not be cited or quoted in any other document or communication which might encourage reliance upon this letter by any person or for any purpose excluded by the restrictions in this paragraph; and (iv) copies of this letter may not be furnished to anyone for purposes of encouraging such reliance. Notwithstanding the foregoing, persons who subsequently become Lenders (in accordance with

the terms of the Credit Agreement) may rely on this letter as of the time of its delivery on the date hereof as if this letter were addressed to them.

	Sincerely,

	/s/ Kirkland & Ellis LLP
	Kirkland & Ellis LLP

Schedule A

General Qualifications

Without limiting the qualifications set forth in the letter (“ our letter ”) to which this Schedule A is attached, all of our opinions (“ our opinions ”) in our letter are subject to each of the qualifications set forth in this Schedule A .

1. Bankruptcy and Insolvency Exception . Each of our opinions set forth in opinion paragraphs 4 and 5, as to the validity, binding effect or enforceability of any of the Transaction Documents is subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws relating to or affecting creditors’ rights. This exception includes:

a. Title 11 of the United States Code (11 U.S.C. §101 et seq.) (the “ Federal Bankruptcy Code ”) and thus comprehends, among others, matters of turnover, automatic stay, avoiding powers, fraudulent transfer, preference, discharge, conversion of a non-recourse obligation into a recourse claim, limitations on ipso facto and anti-assignment clauses and the coverage of pre-petition security agreements applicable to property acquired after a petition is filed;

b. all other Federal and state bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement and assignment for the benefit of creditors laws that affect the rights of creditors generally or that have reference to or affect only creditors of specific types of debtors;

c. state fraudulent transfer and conveyance laws; and

d. judicially developed doctrines in this area, such as substantive consolidation of entities, equitable subordination and the recharacterization of debt.

2. Equitable Principles Limitation . Each of our opinions as to the validity, binding effect or enforceability of any of the Transaction Documents or to the availability of injunctive relief and other equitable remedies is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles:

a. governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made;

b. affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement;

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c. requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement;

d. requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract;

e. requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement;

f. requiring consideration of the impracticability, illegality or impossibility of performance at the time of attempted enforcement; and

g. affording defenses based upon the unconscionability of the enforcing party’s conduct after the parties have entered into the contract.

3. Other Common Qualifications . Each of our opinions as to the validity, binding effect or enforceability of any of the Transaction Documents or to the availability of injunctive relief and other equitable remedies is subject to the effect of rules of law that:

a. limit or affect the enforcement of provisions of a contract that purport to waive, or to require waiver of, the obligations of good faith, fair dealing, diligence and reasonableness;

b. provide that forum selection clauses in contracts are not necessarily binding on the court(s) in the forum selected;

c. limit the availability of a remedy under certain circumstances where another remedy has been elected;

d. provide a time limitation after which a remedy may not be enforced;

e. limit the right of a creditor to use force or cause a breach of the peace in enforcing rights;

f. relate to the sale or disposition of collateral or the requirements of a commercially reasonable sale;

g. limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct, unlawful conduct, violation of public policy or litigation against another party determined adversely to such party or for strict product liability or for liabilities arising under the securities laws;

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h. may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange;

i. govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs;

j. may permit a party that has materially failed to render or offer performance required by the contract to cure that failure unless (i) permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance, or (ii) it was important in the circumstances to the aggrieved party that performance occur by the date stated in the contract;

k. limit the enforceability of requirements in the Transaction Documents that provisions therein may only be waived or amended in writing, to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any such provision;

l. may render guarantees or similar instruments or agreements unenforceable under circumstances where the beneficiary’s actions, failures to act or waivers, amendments or replacement of the documents evidencing or relating to the guaranteed obligations without the consent of each affected guarantor (i) so radically change the essential nature of the terms and conditions of the guaranteed obligations and the related transactions that, in effect, a new relationship has arisen between the beneficiary and the principal obligor or any guarantor which is substantially and materially different from that presently contemplated by the original documents evidencing or relating to the guaranteed obligations, (ii) release the primary obligor, or (iii) impair the guarantor’s recourse against the primary obligor;

m. a substantial body of case law treats guarantors as “debtors” under the New York UCC, thereby according guarantors the rights and remedies of debtors established by the New York UCC;

n. limit the availability of a remedy under certain circumstances where another remedy has been elected;

o. we express no opinion as to the effect of purported waivers of statutory or common law suretyship defenses; and

p. we express no opinion with respect to the adequacy of the waivers set forth in any guaranty insofar as they might not be broad enough for all situations which might arise for which you would find a waiver desirable, and we express no opinion as to whether a guaranty would remain enforceable if you release the primary obligor either directly or by electing

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a remedy which precludes you from proceeding directly against the primary obligor.

4. Referenced Provision Qualification . (i) Each opinion regarding the validity, binding effect or enforceability of a provision (the “ First Provision ”) in any of the Transaction Documents requiring any of the Transaction Parties to perform its obligations under, or to cause any other person to perform its obligations under, any other provision (the “ Second Provision ”) of any Transaction Document, or stating that any action will be taken as provided in or in accordance with any such Second Provision, are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect and enforceability of such Second Provision.

(ii) Each opinion regarding the validity, binding effect or enforceability of a provision in the Transaction Documents requiring a Transaction Party to perform its obligations under, or to cause any other person to perform its obligations under, or stating that any action will be taken as provided in or in accordance with, any agreement or other document that is not a Transaction Document, is subject to the assumption that such other agreement or document is valid, binding, and enforceable against such Transaction Party in accordance with its terms, and is not unlawful or contrary to public policy.

5. Collateral Qualifications . The opinions and advice in our letter are subject to the following advice (terms used herein which are defined in the New York UCC or any other applicable Uniform Commercial Code having the same meanings for purposes hereof given to them therein):

a. certain rights of debtors and obligors and duties of secured parties referred to in Sections 1-102(3) and 9-602 of the New York UCC (and the corresponding sections of any other applicable Uniform Commercial Code) may not be waived, released, varied or disclaimed by agreement, and our opinions regarding any such waivers, releases, variations and disclaimers are limited accordingly;

b. our opinions regarding the creation and perfection of security interests are subject to the effect of (i) the limitations on the existence and perfection of security interests in proceeds resulting from the operation of Section 9-315 of any applicable Uniform Commercial Code; (ii) the limitations in favor of buyers, licensees and lessees imposed by Sections 9-320, 9-321 and 9- 323 of any applicable Uniform Commercial Code; (iii) the limitations with respect to documents, instruments and securities imposed by Sections 9- 331 and 8-303 of any applicable Uniform Commercial Code; (iv) other rights of persons in possession of money, instruments and proceeds constituting certificated or uncertificated securities; and (v) section 547 of the Federal Bankruptcy Code with respect to preferential transfers and section 552 of the Federal Bankruptcy Code with respect to any Collateral acquired by any Transaction Party subsequent to the commencement of a

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case against or by any Transaction Party under the Federal Bankruptcy Code;

c. Article 9 of each applicable Uniform Commercial Code requires the filing of continuation statements within specified periods in order to maintain the effectiveness of the filings referred to in our letter;

d. your security interest in certain of the Collateral may not be perfected by the filing of financing statements under the Uniform Commercial Code;

e. additional filings may be necessary if any Transaction Party changes its name, identity or corporate structure or location (as defined in any applicable Uniform Commercial Code);

f. we express no opinion regarding the perfection of any security interest except as specifically set forth in our letter or regarding the continued perfection of any security interest in any Collateral upon or following the removal of such Collateral to another jurisdiction;

g. we express no opinion regarding the perfection of any security interests in deposit accounts, money or letter of credit rights or regarding the perfection of any possessory security interests in Collateral in possession of a person other than the secured party, or in fixtures to the extent such security interest is purported to be perfected by a financing statement filed as a fixture filing; and we express no opinion regarding the priority of any lien or security interest;

h. the assignment of or creation of a security interest in any contract, lease, license, permit or other general intangible or account, chattel paper or promissory note may require the approval of the issuer thereof or the other parties thereto, except to the extent that restrictions on the creation, attachment, perfection or enforcement of a security interest therein are unenforceable under Sections 9-406 and 9-408 of the New York UCC;

i. we express no opinion with respect to any self-help remedies to the extent they vary from those available under the New York UCC or other applicable Uniform Commercial Code or with respect to any remedies otherwise inconsistent with the New York UCC (to the extent that the New York UCC is applicable thereto) or other applicable law (including, without limitation, any other applicable Uniform Commercial Code);

j. we express no opinion with respect to (1) the creation, perfection or enforceability of agricultural liens or (2) the creation, perfection or enforceability of security interests in property in which it is illegal or violative of governmental rules or regulations to grant a security interest, general intangibles which terminate or become terminable if a security interest is granted therein, property subject to negative pledge clauses of which you have actual knowledge (other than negative pledges clauses

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contained in the Transaction Documents), vehicles, ships, vessels, barges, boats, railroad cars, locomotives or other rolling stock, aircraft, aircraft engines, propellers and related parts, fixtures, commercial tort claims or other property for which a state or Federal statute or treaty provides for registration or certification of title or which specifies a place of filing different than that specified in Section 9-501 of any applicable Uniform Commercial Code, cash which is not in your possession, crops, timber to be cut, fixtures, “as-extracted collateral” (including without limitation oil, gas or other minerals and accounts arising out of the sale at the wellhead or minehead of oil, gas or other minerals), “cooperative interests” (as defined in the New York UCC); consumer goods, farm products, equipment used in farming operations, accounts or general intangibles arising from or relating to the sale of farm products by a farmer, property identified to a contract with, or in the possession of, the United States of America or any state, county, city, municipality or other governmental body or agency, goods for which a negotiable document of title has been issued, and registered copyrights, patents and trademarks (except, with respect to Code Collateral, as described in paragraphs 4 of our opinion letter), other literary property rights, service marks, know-how, processes, trade secrets, undocumented computer software, unrecorded and unwritten data and information, and rights and licenses thereunder;

k. we express no opinion with respect to the enforceability of any security interest in any accounts, chattel paper, documents, instruments or general intangibles with respect to which the account debtor or obligor is the United States of America, any state, county, city, municipality or other governmental body, or any department, agency or instrumentality thereof;

l. we express no opinion with respect to the enforceability of any provision of any Transaction Document which purports to authorize you to file financing statements under circumstances not authorized under the applicable Uniform Commercial Code;

m. we express no opinion with respect to the enforceability of any provision of any Transaction Document which purports to authorize you to purchase at a private sale collateral which is not subject to widely distributed standard price quotations or sold on a recognized market;

n. we express no opinion regarding any Transaction Party’s rights in or title to its properties, including, without limitation, any of the Collateral;

o. we note that the remedies under the Pledge Agreement with regard to (i) selling or offering for sale the Collateral consisting of securities are subject to compliance with applicable state and Federal securities laws and (ii) exercising control over equity interests in limited liability companies are subject to compliance with applicable state law;

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p. we note that the perfection of any security interest may be terminated as to Collateral otherwise disposed of by any Transaction Party if such disposition is authorized in the Transaction Documents or otherwise by the Collateral Agent or the requisite percentage of Lenders under the Transaction Documents;

q. we express no opinion regarding the enforceability of any pre-default waiver of notification of disposition of Collateral, mandatory disposition of Collateral or redemption rights;

r. except as set forth in paragraphs 4 and 5(b) of our opinion letter, we express no opinion with regard to the effectiveness, validity, or enforceability with regard to the creation, attachment or priority of any security interest in any collateral, to the extent any purported grant of a security interest in such collateral may be invalid, unenforceable, or unperfected because of any failure to reasonably describe such collateral as required by the applicable Uniform Commercial Code, including by reason of the use therein of a supergeneric description of such collateral;

s. we express no opinion regarding the enforceability of any provisions asserting that Collateral is owned by or is property of a secured party prior to such secured party’s foreclosure of such Collateral in accordance with the applicable Uniform Commercial Code or, in the case of cash Collateral, the application of such cash Collateral in payment of the Obligations;

t. our opinions in paragraph 5 as to the validity, binding effect and enforceability of the Transaction Documents do not constitute opinions as to the creation, existence or perfection, effect of perfection or priority of any lien or security interest purported to be granted thereunder; opinions as to the creation, perfection, effect of perfection or priority of any lien or security interest are given, if at all, only to the extent set forth in opinion paragraphs 4 and 5 and are subject to the assumptions, qualifications and limitations applicable to such opinions set forth in this letter and the accompanying attachments;

u. as to the shares of stock or other equity interests issued by any issuer thereof which is organized under the laws of any jurisdiction other than the United States of America or a State thereof, we note that the creation and perfection of security interests therein may require actions in addition to those referenced in opinion paragraphs 4 and 5, and we express no opinion regarding such actions or the effect that the failure to take any such actions may have on the creation and perfection of any security interests therein created and perfected or purported to be created and perfected under the Pledge Agreement and any applicable Uniform Commercial Code;

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v. we express no opinion as to the creation, existence or perfection of any security interest under the laws of any foreign jurisdiction, and our opinions in paragraphs 4 and 5 of our letter are so qualified;

w. we express no opinion regarding the characterization of a transaction as one involving the creation of a lien on real property, the characterization of a contract as one in a form sufficient to create a lien or a security interest in real property, the creation, perfection, priority or enforcement of a lien on real property or matters involving ownership or title to any real property;

x. we express no opinion with respect to the nature or extent of the securities intermediary’s rights in, or title to, the securities or other financial assets underlying any “security entitlement” now or hereafter credited to a securities account; furthermore, we express no opinion with respect to any property or assets now or hereafter credited to a securities account that is not a “financial asset” and we express no opinion whether or to what extent any particular item of property credited to such securities account is a “financial asset”; we note that to the extent the securities intermediary maintains any financial asset in a “clearing corporation” (as defined in Section 8-1 02(5) of the New York UCC), pursuant to Section 8-111 of the New York UCC, the rules of such clearing corporation may affect the rights of the securities intermediary; and

y. we call to your attention that pursuant to Section 9-340 of the New York UCC, unless waived, a bank with which a deposit account is maintained may continue to exercise any right of recoupment or set-off against an administrative agent that holds a security interest in the deposit account.

6. Lender’s Regulatory Qualification . Other than with respect to our opinions regarding Regulations U and X contained in opinion paragraph 3(b), we express no opinion with respect to, and all our opinions are subject to, the effect of the compliance or noncompliance by each of you with any state or Federal laws or regulations applicable to you because of your legal or regulatory status or the nature of your business or requiring you to qualify to conduct business in any jurisdiction.

7. Usury Qualification . We express no opinion with regard to usury or other laws limiting or regulating the maximum amount of interest that may be charged, collected, received or contracted for, other than the internal laws of the State of New York, and, without limiting the foregoing, we expressly disclaim any opinions as to the usury or other such laws of any other jurisdiction (including laws of other states made applicable through principles of Federal preemption or otherwise) which may be applicable to the transactions contemplated by the Transaction Documents.

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8. Cumulative Remedies Qualification . We express no opinion as to the enforceability of cumulative remedies to the extent such cumulative remedies purport to or would have the effect of compensating the party entitled to the benefits thereof in amounts in excess of the actual loss suffered by such party or would violate applicable laws concerning real estate or mixed collateral foreclosures or elections of remedies.

9. Fraudulent Conveyance . We express no opinion regarding the enforceability of Section 22of the Subsidiaries Guaranty (the so-called “fraudulent conveyance” or “fraudulent transfer savings clause”) (and any similar provision in any other document or agreement) to the extent such provisions purport to limit the amount of the obligations of any party or the right to contribution of any other party with respect to such obligations.

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Schedule B

Assumptions

For purposes of our letter, we have relied, without investigation, upon each of the following assumptions:

1. Each natural person who is executing any Transaction Document on behalf of any Transaction Party has sufficient legal capacity to enter into such Transaction Document.

2. You and each Deposit Account Bank are existing and in good standing in your jurisdiction of organization.

3. You and each Deposit Account Bank have full power and authority (including without limitation under the laws of your jurisdiction of organization) to execute, deliver and to perform your obligations under each of the Transaction Documents to which you or such Deposit Account Bank are a party and each of the Transaction Documents to which you or such Deposit Account Bank are a party has been duly authorized by all necessary action on your or such Deposit Account Bank’s part and has been duly executed and duly delivered by you or such Deposit Account Bank.

4. The Transaction Documents to which you or any Deposit Account Bank are a party constitute valid and binding obligations of yours or such Deposit Account Bank’s and are enforceable against you or such Deposit Account Bank in accordance with their terms (subject to qualifications, exclusions and other limitations similar to those applicable to our letter).

5. You and each Deposit Account Bank have complied with all legal requirements pertaining to your or such Deposit Account Bank’s status as such status relates to your or such Deposit Account Bank’s rights to enforce the Transaction Documents to which you or such Deposit Account Bank are a party against any of the Transaction Parties.

6. Each of the Transaction Parties (a) is a company duly existing and in good standing under the laws of its respective jurisdiction of organization, (b) has the corporate (or other organization) power and authority to execute and deliver each Transaction Document to which it is a party and to perform its obligations thereunder, (c) has taken all requisite action (including by its board of directors and any other relevant Person) to duly authorize the execution and delivery of the Transaction Documents to which it is a party and the performance of its obligations thereunder, and (d) has duly executed and delivered the Transaction Documents to which it is a party to the extent execution and delivery are governed by the laws of any jurisdiction other than the State of New York.

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7. You, each Deposit Account Bank and each Transaction Party have satisfied those legal requirements (excluding, with respect to each Transaction Party, legal requirements governed by the laws of the State of New York) that are applicable to you to the extent necessary to make the Transaction Documents to which you are a party enforceable against you.

8. Each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine.

9. Each certificate obtained from a governmental authority relied on by us is accurate and complete, and all relevant official public records to which each such certificate relates are accurate and complete.

10. There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

11. The conduct of the parties to the Transaction Documents has complied with any requirement of good faith, fair dealing and conscionability.

12. You and each Deposit Account Bank have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created as part of, the transactions effected under the Transaction Documents (herein called the “ Transactions ”).

13. There are no agreements or understandings among the parties, written or oral (other than the Transaction Documents), and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement, contravene or qualify the terms of the Credit Agreement or any of the Other Transaction Documents.

14. The constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue.

15. We assume that all parties to the Transactions will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Transaction Documents.

16. All agreements other than the Transaction Documents (if any) with respect to which we have provided an opinion or advice in our letter or reviewed in connection with our letter would be enforced as written.

17. We assume no Transaction Party will in the future take any discretionary action (including a decision not to act) permitted under the Transaction Documents that would result in a violation of law or constitute a breach or default under any other agreements or court orders to which such Transaction Party may be subject.

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18. We assume each Transaction Party will in the future obtain all permits and governmental approvals required, and will in the future take all actions required, relevant to the consummation of the Transactions or performance of the Transaction Documents.

19. Any information required to be disclosed to the Transaction Parties or their governing bodies in connection with any matter relevant to any legal issue covered by our opinions has been fully and fairly disclosed to such Persons and no such disclosure contains any relevant error or omission.

20. Each person who has taken any action relevant to any of our opinions in the capacity of director, member, manager or officer was duly elected to that director, member, manager or officer position and held that position when such action was taken.

21. Each person who has taken any action relevant to any of our opinions in the capacity of director, member or manager on a committee was duly elected to that director, member or manager position and held that position when such action was taken and was duly authorized to authorize the execution, delivery and performance of the Transaction Documents (except that this assumption is limited to those persons elected or appointed pursuant to consents or resolutions with which we had no involvement).

22. Each Transaction Party’s Certificate of Incorporation or Certificate of Formation (or equivalent governing instrument), all amendments to that Certificate of Incorporation or Certificate of Formation, all resolutions adopted establishing classes or series of stock or limited liability company units under that Certificate of Incorporation or Certificate of Formation and each Transaction Party’s Bylaws or operating agreement and all amendments to its Bylaws or operating agreement have been adopted in accordance with all applicable legal requirements.

23. The transactions contemplated by the Transaction Documents are directly or indirectly related to the business interests of each Transaction Party thereto.

24. The Transaction Documents constitute valid and binding obligations of each party thereto other than the Transaction Parties and you and are enforceable against each such party in accordance with their terms (subject to qualifications, exclusions and other limitations similar to those applicable to our letter).

25. Each party (other than the Transaction Parties and you) has satisfied those legal requirements that are applicable to such party to the extent necessary to make the Transaction Documents to which it is a party enforceable against it.

26. No Lender is subject to Regulation T of the Board of Governors of the Federal Reserve System, and no proceeds of the Loans will be used for any purpose which would violate or be inconsistent with the Credit Agreement or for the purpose of acquiring “margin stock” as such term is defined in Regulation U.

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27. Collateral Assumptions . The opinions and advice contained in our letter are subject to the following assumptions:

a. Each Transaction Party (i) has the requisite title and rights to any property involved in the Transactions including, without limiting the generality of the foregoing, each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof.

b. The descriptions of Collateral in the Transaction Documents and the Financing Statements authorized by the Transaction Parties reasonably describe the property intended to be described as Collateral.

c. Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to each Transaction Party for the security interests and other rights in and assignments of Collateral described in or contemplated by the Transaction Documents.

d. The representations made by each Transaction Party in the Transaction Documents with respect to its jurisdiction of organization and its chief executive office are and will remain true and correct.

e. All information regarding the secured party on the Financing Statements is accurate and complete in all respects.

f. The address for the Collateral Agent set forth in the Financing Statements is an address from which information concerning the applicable security interest may be obtained.

28. Each Public Authority Document is accurate, complete and authentic and all official public records (including their proper indexing and filing) are accurate and complete. The term “ Public Authority Documents ” means a certificate issued by any secretary of state or any other government official, office or agency concerning a person’s property or status, such as a certificate of corporate or partnership existence or good standing, a certificate concerning tax status, a certificate concerning Uniform Commercial Code filings or a certificate concerning title registration or ownership.

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Schedule C

Excluded Law and Legal Issues

None; of the opinions or advice contained in our letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:

1. Federal securities laws and regulations (including all other laws and regulations administered by the United States Securities and Exchange Commission (except for our opinions in paragraph 6 of our opinion)), state “Blue Sky” laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments;

2. pension and employee benefit laws and regulations (e.g., ERISA);

3. Federal and state antitrust and unfair competition laws and regulations;

4. compliance with fiduciary duty requirements;

5. the statutes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the Federal, state or regional level-e.g., water agencies, joint power districts, turnpike and tollroad authorities, rapid transit districts or authorities, and port authorities), applicable zoning and building laws, ordinances, codes, rules and regulations and judicial decisions to the extent that they deal with any of the foregoing;

6. fraudulent transfer and fraudulent conveyance laws;

7. Federal and state environmental laws and regulations;

8. Federal and state land use and subdivision laws and regulations;

9. Federal and state tax laws and regulations;

10. Federal patent, trademark and copyright, state trademark, and other Federal and state intellectual property laws and regulations;

11. Federal and state racketeering laws and regulations (e.g., RICO);

12. Federal and state health and safety laws and regulations (e.g., OSHA);

13. Federal and state labor laws and regulations;

14. Federal and state laws, regulations and policies concerning (i) national and local emergency, (ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws;

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15. other Federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes);

16. any laws, regulations, directives and executive orders that prohibit or limit the enforceability of obligations based on attributes of the party seeking enforcement (e.g., the Trading with the Enemy Act and the International Emergency Economic Powers Act);

17. any state, federal or local laws, regulations or judicial or administrative decisions regulating the healthcare industry or the insurance industry, including providers of marketing, distribution, administration and technology platform services to health care plans, insurance carriers or insurance companies or anything related thereto;

18. the effect of any law, regulation or order which is enacted, promulgated or issued after the date hereof;

19. the Communications Act and the rules, regulations and policies of the Federal Communications Commission promulgated thereunder;

20. any laws relating to terrorism or money laundering, including without limitation Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) (the “ Terrorism Executive Order ”) or any related enabling legislation or any other similar executive order (collectively with the Terrorism Executive Order, the “ Executive Orders ”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “ Patriot Act ”), any sanctions and regulations promulgated under authority granted by the Trading with the Enemy Act, 50 U.S.C. App. 1-44, as amended from time to time, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, as amended from time to time, the Iraqi Sanctions Act, Publ. L. No. 101-513; United Nations Participation Act, 22 U.S.C. § 287c, as amended from time to time, the International Security and Development Cooperation Act, 22 U.S.C. § 2349 aa-9, as amended from time to time, The Cuban Democracy Act, 22 U.S.C. §§ 6001-10, as amended from time to time, The Cuban Liberty and Democratic Solidarity Act, 18 U.S.C. §§ 2332d and 2339b, as amended from time to time, and The Foreign Narcotics Kingpin Designation Act, Publ. L. No. 106-120, as amended from time to time;

21. any foreign assets control regulations of the United States Treasury Department or any enabling legislation or orders relating thereto;

22. other than to the extent of our opinions in opinion paragraphs 2 and 5, state laws and regulations concerning filing and notice requirements; and

23. except for our opinions in paragraph 3(a) of our letter, the Federal Margin Regulations.

We have not undertaken any research for purposes of determining whether any Transaction Party or any of the Transactions which may occur in connection with the Credit

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Agreement or any of the Other Transaction Documents is subject to any law or other governmental requirement other than to those laws and requirements which in our experience would generally be recognized as applicable to general business corporations which are not engaged in regulated business activities and to transactions of the type contemplated by the Transaction Documents to occur on the date hereof, and none of our opinions covers any such law or other requirement unless (i) one of our Designated Transaction Lawyers had actual knowledge of its applicability at the time our letter was delivered on the date it bears and (ii) it is not excluded from coverage by other provisions in our letter or in any schedule to our letter.

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Schedule D

Excluded Provisions

None of the opinions in the letter to which this Schedule D is attached covers or otherwise addresses any of the following types of provisions which may be contained in the Transaction Documents:

1. Indemnification for negligence, bad faith, willful misconduct or other wrongdoing or strict product liability or any indemnification for liabilities arising under securities laws.

2. Provisions mandating contribution towards judgments or settlements among various parties.

3. Waivers of (i) legal or equitable defenses, (ii) rights to damages, (iii) rights to counter claim or set off, (iv) statutes of limitations, (v) rights to notice, (vi) the benefits of statutory, regulatory, or constitutional rights, unless and to the extent the statute, regulation, or constitution explicitly allows waiver, (vii) trials by jury, (viii) broadly or vaguely stated rights, and (ix) other benefits, in each case of this paragraph 3, to the extent they cannot be waived under applicable law.

4. Provisions providing for forfeitures or the recovery of amounts deemed to constitute penalties, or for liquidated damages, acceleration of future amounts due (other than principal) without appropriate discount to present value, and, to the extent deemed to constitute penalties, late charges, prepayment charges and increased interest rates upon default.

5. Time-is-of-the-essence clauses.

6. Provisions which provide a time limitation after which a remedy may not be enforced.

7. Confession of judgment clauses.

8. Agreements to submit to the jurisdiction of any particular court or other governmental authority (either as to personal jurisdiction or subject matter jurisdiction) except to the extent provided by Section 5-1402 of the New York General Obligations Law, as to the state courts of the State of New York and the federal courts for the Southern District of New York; provisions restricting access to courts; waiver of the right to jury trial; waiver of service of process requirements which would otherwise be applicable; and provisions otherwise purporting to affect the jurisdiction and venue of courts.

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9. Choice-of-law provisions (other than the selection of New York law under the statutory choice of law rules of New York as the governing law of the Transaction Documents).

10. Provisions purporting to create a trust or constructive trust without compliance with applicable trust law.

11. Provisions relating to the application of insurance proceeds and condemnation awards.

12. Provisions that attempt to change or waive rules of evidence or fix the method or quantum of proof to be applied in litigation or similar proceedings.

13. Provisions appointing one party as an attorney-in-fact for an adverse party or providing that the decision of any particular person will be conclusive or binding on others.

14. Provisions purporting to limit rights of third parties who have not consented thereto or purporting to grant rights to third parties.

15. Provisions which purport to award attorneys’ fees solely to one party.

16. Provisions that provide for the appointment of a receiver.

17. Provisions or agreements regarding proxies, shareholders agreements, shareholder voting rights, voting trusts, and the like.

18. Confidentiality agreements.

19. Provisions in any of the Transaction Documents requiring any Transaction Party to perform its obligations under, or to cause any other person to perform its obligations under, or stating that any action will be taken as provided in or in accordance with, any agreement or other document that is not a Transaction Document.

20. Provisions, if any, which are contrary to the public policy of any jurisdiction.

21. Arbitration agreements.

22. Provisions of the Transaction Documents insofar as they authorize you or your affiliates to set off and apply any deposits at any time held, and any other indebtedness at any time owing, by you to or for the account of any Transaction Party.

23. Covenants not to compete, including without limitation, covenants not to interfere with business or employee relations, covenants not to solicit customers, and covenants not to solicit or hire employees.

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24. The enforceability of any purported obligation to reimburse an issuer of a letter of credit to the extent inconsistent with any provision of the applicable Uniform Commercial Code.

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Schedule E

Subsidiary Guarantors

Part A. Bermuda Companies

Transaction Party		Jurisdiction
Companion Ltd.		Bermuda
Compatriot Ltd.		Bermuda
Consul Ltd.		Bermuda
Victory Ltd.		Bermuda
Vision Ltd.		Bermuda

Part B. Liberia Companies

Transaction Party		Jurisdiction
GMR Agamemnon LLC		Liberia
GMR Ajax LLC		Liberia
GMR Defiance LLC		Liberia
GMR Harriet G LLC		Liberia
GMR Kara G LLC		Liberia
GMR Minotaur LLC		Liberia
GMR Strength LLC		Liberia

Part C. Marshall Islands Companies

Transaction Party		Jurisdiction
GMR Argus LLC		Marshall Islands
GMR Daphne LLC		Marshall Islands
GMR Elektra LLC		Marshall Islands
GMR George T LLC		Marshall Islands

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Transaction Party		Jurisdiction
GMR Hope LLC		Marshall Islands
GMR Horn LLC		Marshall Islands
GMR Orion LLC		Marshall Islands
GMR Phoenix LLC		Marshall Islands
GMR St. Nikolas LLC		Marshall Islands
GMR Spyridon LLC		Marshall Islands
GMR Poseidon LLC		Marshall Islands
GMR Ulysses LLC		Marshall Islands
GMR Hercules LLC		Marshall Islands
GMR Atlas LLC		Marshall Islands
GMR Zeus LLC		Marshall Islands
GMR Maniate LLC		Marshall Islands
GMR Spartiate LLC		Marshall Islands

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Schedule F

Other Transaction Documents

1. The Second Amended and Restated Control Agreement Regarding Deposit Accounts, dated as of the date hereof, among the assignors signatory thereto, Nordea bank Finland PLC, New York Branch, as First Priority Agent, Nordea Bank Finland PLC, New York Branch, as Second Priority Agent and Nordea Bank Finland PLC, Cayman Islands Branch, as Deposit Account Bank (the “ Cayman Deposit Account Bank ”) (the “ Nordea DACA ”).

2. The Control Agreement Regarding Deposit Accounts, dated as of the date hereof, among Parent, Nordea Bank Finland PLC, New York Branch, as Collateral Agent and Nordea Bank Finland PLC, New York Branch, as Deposit Account Bank (the “ New York Deposit Account Bank ”) (the “ Parent Pari Passu New York DACA ”).

3. The Control Agreement Regarding Deposit Accounts, dated as of the date hereof, among Arlington, Nordea Bank Finland PLC, New York Branch, as Collateral Agent and the Cayman Deposit Account Bank (the “ Arlington Pari Passu DACA ”),

4. The Control Agreement Regarding Deposit Accounts, dated as of the date hereof, among GMSCII, Nordea Bank Finland PLC, New York Branch, as Collateral Agent and the Cayman Deposit Account Bank (the “ GMSCII Pari Passu DACA ”).

5. The Control Agreement Regarding Deposit Accounts, dated as of the date hereof, among Parent, Nordea Bank Finland PLC, New York Branch, as Collateral Agent and the Cayman Deposit Account Bank (the “ Parent Pari Passu Cayman DACA ”).

6. The Control Agreement Regarding Deposit Accounts, dated as of the date hereof, among Borrower. Nordea Bank Finland PLC, New York Branch, as Collateral Agent and the Cayman Deposit Account Bank (the “ GMSC Pari Passu DACA ” and, together with the Parent Pari Passu New York DACA, the Arlington Pari Passu DACA, the GMSCII Pari Passu DACA and the Parent Pari Passu Cayman DACA, the “ Pari Passu DACAs ” and, together with the Nordea DACA, the “ DACAs ”).

7. The Notes, to the extent dated as of the date hereof

8. The Pledge Agreement

9. The Secondary Pledge Agreement

10. The Pari Passu Pledge Agreement

11. The Amendment and Reaffirmation Agreement, dated as of the date hereof, by and among the Subsidiary Guarantors party thereto in favor of Nordea Bank Finland, plc, New York Branch, in its capacity as Administrative Agent under the Credit Agreement.

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12. The Omnibus Amendment to Primary Assignment of Earnings, dated as of the date hereof, entered into by each party listed as an “Assignor” on Annex A thereto.

13. The Omnibus Amendment to Primary Assignment of Insurances, dated as of the date hereof, entered into by each party listed as an “Assignor” on Annex A thereto.

14. The Omnibus Amendment to Secondary Assignment of Earnings, dated as of the date hereof, entered into by each party listed as an “Assignor” on Annex A thereto.

15. The Omnibus Amendment to Secondary Assignment of Insurances, dated as of the date hereof, entered into by each party listed as an “Assignor” on Annex A thereto.

16. The Charter Assignment, dated as of the date hereof, entered into by GMR Harriet G LLC, as Assignor.

17. The Intercreditor Agreement

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Schedule G

Specified Agreements

1. The Other Credit Agreement.

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EXHIBIT C-2

CONSTANT1NE P. GEORGIOPOULOS

ATTORNEY-AT-LAW

775 SCARSDALE ROAD

TUCKAHOE, NEW YORK 10707

TELEPHONE: (914) 793-6144

E-MAIL: PAMISOS@AOL.COM

May 17, 2012

Nordea Bank Finland plc, New York Branch,

as Administrative Agent and Collateral Agent

437 Madison Avenue, 21 st Floor

New York, New York 10022

and

he Lenders Listed on Schedule 1 Hereto

Re: $508M Credit Agreement

Ladies and Gentlemen:

We have acted as special New York maritime counsel to each of the limited liability companies listed on Schedule 2 and Schedule 3 (each a “ Subsidiary Guarantor ” and together the “ Subsidiary Guarantors ”), organized under the laws of the jurisdictions identified in Schedule 2 and Schedule 3 , as applicable, in connection with the preparation, execution and delivery of the Security Documents described in paragraphs A through F below required pursuant to a Third Amended and Restated Credit Agreement, dated as of the date hereof (the “ Credit Agreement ”), among General Maritime Corporation, a Marshall Islands corporation (the “ Parent ”). General Maritime Subsidiary Corporation, a Marshall Islands corporation (“ GM Sub ”) as borrower, General Maritime Subsidiary II Corporation, a Marshall Islands corporation (“ GM Sub II ”), as guarantor, Arlington Tankers Ltd., as guarantor, each of the lenders party thereto from time to time (the “ Lenders ”), and Nordea Bank Finland plc, New York Branch (“ Nordea ”), as Administrative Agent (in such capacity, the “ Administrative Agent ”) and Collateral Agent (in such capacity, the “ Collateral Agent ”) for the Lenders. This opinion is delivered pursuant to Section 12.10(viii)of the Credit Agreement Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement. As used herein the words “Owner” or “Subsidiary Guarantor” will refer to the owner of the respective vessels listed on Schedule 2 or Schedule 3 , as applicable.

In rendering this opinion, we have examined executed copies of the following documents (collectively, the “ Security Documents ”):

A. each Amendment to the First Preferred Ship Mortgage dated the date hereof in favor of the Collateral Agent encumbering each motor vessel duly registered under the laws of the Republic of the Marshall Islands (“RMI”) listed in Schedule 2 (“ RMI Vessel ”) opposite the name of its owner a Subsidiary Guarantor and its RMI Official Number (“ RMI Mortgage Amendment ,” and together with the RMI Mortgage originally filed, and any subsequent amendments thereto, the “ Amended RMI Mortgage ”);

B. each Amendment to the Second Preferred Ship Mortgage dated the date hereof in favor of the Collateral Agent encumbering each RMI Vessel duly registered under the laws of RMI listed in Schedule 3 opposite the name of its owner a Subsidiary Guarantor and its RMI Official Number (“ Second RMI Mortgage Amendment ,” and together with the Second RMI Mortgage originally filed, and any subsequent amendments thereto, the “ Amended Second RMI Mortgage ”);

C. each Amendment to the First Preferred Ship Mortgage dated the date hereof in favor of the Collateral Agent encumbering each motor vessel duly registered under the laws of the Republic of Liberia (“ Liberia ” or “ Liberian ”) listed in Schedule 2 (“ Liberia Vessel ”) opposite the name of its owner a Subsidiary Guarantor and its Liberian Official Number (“ Liberian Mortgage Amendment ,” and together with the Liberian Mortgage originally filed, and any subsequent amendments thereto, the “ Amended Liberian Mortgage ”);

D. each electronic copy of a First Priority Statutory Bermuda Ship Mortgage dated the date hereof in favor of the Collateral Agent encumbering each motor vessel duly registered under the laws of Bermuda (“ Bermuda ”) listed in Schedule 2 (“ Bermuda Vessel ”) opposite the name of its owner a Subsidiary Guarantor and its Bermuda Official Number (“ Bermuda Mortgage ”);

E. Omnibus Amendment to Assignments of Insurances, dated as of the date hereof (the “ Assignments of Insurances Amendment ” and, together with the Assignments of Insurances originally filed, the “ Assignments of Insurances ”), signed by each Subsidiary Guarantor listed on Schedule 2 in favor of the Collateral Agent;

F. Omnibus Amendment to Secondary Assignments of Insurances, dated as of the date hereof (the “ Second Assignments of Insurances Amendment ” and together with the Second Assignments of Insurances originally filed, the “ Second Assignments of Insurances ;” and together with the Assignments of Insurances Amendment, the “ Assignments Amendments ”), signed by each Subsidiary Guarantor listed on Schedule 3 in favor of the Collateral Agent;

G. each electronic copy of a Certificate of Ownership and Encumbrances dated the date hereof issued by the RMI Office of the Maritime Administrator, 437 Madison Avenue, New York, NY (the “ RMI Ship Registry Office ”) as evidence that the RMI Vessel to which it relates listed in Schedule 2 and Schedule 3 (i) is owned by its respective Owner (Subsidiary Guarantor), (ii) is duly registered in the RMI, and (in) is duly encumbered with (x) the Amended First RMI Mortgage or the Amended Second RMI Mortgage, as applicable, granted by its Owner in favor of the Collateral Agent and (y) the mortgage or secondary mortgage (as amended on the date hereof), as applicable, granted by its Owner in favor of

the collateral agent under the Other Credit Agreement, each recorded at the RMI Ship Registry Office on the date hereof;

H. each electronic copy of a Certificate of Ownership and Encumbrances dated the date hereof issued by the Liberian Bureau of Maritime Affairs, 99 Park Avenue, New York, NY (the “ Liberian Ship Registry Office ”) as evidence that the Liberian Vessel to which it relates listed in Schedule 2 (i) is owned by its respective Owner (Subsidiary Guarantor), (ii) is duly registered in Liberia, and (iii) is duly encumbered with (x) the Amended Liberian Mortgage granted by its Owner in favor of the Collateral Agent and (y) the secondary mortgage (as amended on the date hereof) granted by its Owner in favor of the collateral agent under the Other Credit Agreement, each recorded at the Liberian Ship Registry Office on the date hereof.

I. each electronic copy of a Transcript of Register issued by Bermuda Maritime Administration Registrar of Ships, Hamilton, Bermuda (the “ Bermuda Ship Registry Office ”) dated on the date hereof, as evidence that the Bermuda Vessel to which it relates listed in Schedule 2 (i) is owned by its respective Owner (Subsidiary Guarantor), (ii) is duly registered in Bermuda, and (iii) is duly encumbered with (x) the Bermuda Mortgage granted by its Owner in favor of the Collateral Agent and (y) the secondary mortgage granted by its Owner in favor of the collateral agent under the Other Credit Agreement, each recorded at the Bermuda Ship Registry Office on the date hereof.

We also have examined such other public and corporate documents and records and such laws, regulations and enactments of the United States of America and the State of New York as deemed necessary or appropriate in connection with this opinion.

In our examination we have assumed the genuineness of all signatures (other than the signatures of the respective officers and directors of Nordea), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photographic reproductions or electronic or pdf copies of such originals and the authenticity of the originals of such copies. As to questions of fact not independently verified by us, we have relied, to the extent we have deemed appropriate, upon certificates of the respective officers, and directors, and managers of Nordea. We have been provided with copies of documents of public officials of the RMI, Liberia and Bermuda, as applicable, and the aforementioned Certificates of Ownership and Encumbrances and Transcripts of Register, as applicable, each relating to the Vessels, which we assume are authentic and accurate insofar as the information contained therein. We have further assumed that the Credit Agreement was duly signed by Nordea and the Lenders and continues in full, force and effect.

Our opinions contained herein are subject to the following assumptions:

Mortgage and each Amended Second RMI Mortgage (collectively the “ Ship Mortgages ”), have been duly obtained, are in full force and effect as of the date thereof and are valid and sufficient for their respective purposes.

2. Each Vessel listed in Schedule 2 and Schedule 3 is duly registered under the laws and flag of the its respective jurisdiction at either the RMI Ship Registry Office, the Liberian Ship Registry Office or the Bermuda Ship Registry Office, as applicable, in the name its respective Owner (Subsidiary Guarantor), and each Vessel is free of any liens, claims, charges, debts or encumbrances of record except for the encumbrances that are reflected on the Security Documents identified in foregoing paragraphs G, H and I delivered to you herewith.

3. The RMI Ship Registry Office, the Liberian Ship Registry Office, and the Bermuda Ship Registry Office are each a “public register at the port of registry of the vessel or at a central office” within the meaning of Title 46 United States Code Section 31301(6) (B).

4. The Security Documents identified in the foregoing paragraphs A through F above have been duly authorized and executed by each Subsidiary Guarantor that is a party thereto, and constitute the respective liability and obligation of each signatory thereto and are enforceable against each signatory.

Based on the foregoing, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that:

a. Each Ship Mortgage constitutes a valid and binding obligation of each respective Subsidiary Guarantor enforceable against the Vessel owned by it in accordance with its terms.

b. The execution and delivery by each Subsidiary Guarantor of the Assignments Amendments executed by it and the consummation by each Subsidiary Guarantor of the transactions contemplated thereby do not result in the violation of any of the Relevant Laws (as hereinafter defined).

e. Each Ship Mortgage (i) constitutes the equivalent of a “preferred mortgage” within the meaning of Section 31301(6) (B) of Title 46 of the United States Code, entitled to the benefits accorded a preferred mortgage on a foreign registered vessel under Sections 31325 and 31326 of Title 46 of the United States Code and (ii) perfects the rights of the Collateral Agent, as assignee, under the Assignments of Insurances respecting each Vessel described in Schedule 2 , or perfects the rights of the Collateral Agent, as assignee, under the Second Assignments of Insurances respecting each Vessel described in Schedule 3 , as applicable, subject to the giving of notice of assignment to underwriters.

The opinions set forth herein are subject to and limited by the following:

A. The effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium and other laws and court decisions or other legal or equitable principles relating to, limiting or affecting the enforcement of creditors’ rights generally.

B. The discretion of any court of competent jurisdiction in awarding equitable remedies (regardless of whether considered in a proceeding in equity or at law), including, but not limited to, specific performance or injunctive relief.

C. The enforceability of the Security Documents identified in paragraphs A through F may be subject to: (i) compliance with, and limitations imposed by, procedural requirements relating to the exercise of remedies; (ii) general principles of equity (including, but not limited to, commercial reasonableness, good faith and fair dealing and the requirement that the right, remedy, damages or compensation sought be proportionate to the breach, default, or injury); (iii) provisions of applicable law limiting certain rights and remedies of the Administrative Agent, the Collateral Agent, the Collateral Agent and the Lenders or the effect of certain waivers or agreements, but the inclusion of such provisions in the Security Documents does not, in our opinion, render any Security Documents invalid as a whole and, in our opinion, subject to the limitations referred to in clause (A) above, the Security Documents contain adequate provisions for the practical realization by the Administrative Agent, the Collateral Agent and the Lenders of the principal benefits intended to be provided by the Security Documents.

D. Any purported assignment of any agreement or any governmental approval, license or permit may be subject to restrictions upon assignment or transfer which, although not necessarily applicable to assignments intended as security, may be required to be satisfied before the Collateral Agent will be treated as an assignee thereof, except to the extent that consents to or approvals of such assignment have been obtained from the appropriate governmental body or other Person.

E. The enforceability of the Security Documents identified in paragraphs A through F may be limited by (i) redemption rights of the United States under the Federal Tax Lien Act of 1966, as amended, and (ii) civil or criminal forfeiture provisions contained in any applicable Federal or state laws and regulations, including, without limitation, the forfeiture provisions contained in 21 United States Code Sections 881 and 853.

G. We are admitted to practice law in the State of New York and the local federal district and appellate courts within the City of New York and do not purport to be expert or express any opinion except as to matters involving the laws of New York State and the federal laws of the United States of America (“ Relevant Laws ”). We are not licensed to practice law in either the RMI, Liberia or Bermuda and insofar as the laws of the those several jurisdictions may be relevant to any opinion expressed herein we have relied on the opinion of the RMI law firm of Reeder & Simpson, George Henries a member of the Liberian bar, and Conyers, Dill & Pearman, of Hamilton, Bermuda delivered to you herewith and on legal materials available to us to the extent they have enabled us to confirm said opinions.

H. The enforcement of any Ship Mortgage will be subject to the laws of any jurisdiction where enforcement by the Collateral Agent, as mortgagee, may seek to enforce its rights there under.

We have assumed with your permission that no agreement or understanding exists which would modify, supplement or amend any Security Documents, except as described herein. In addition, all other matters stated in this opinion as having been assumed by us have been so assumed with your permission.

The opinions expressed herein are based upon the laws and interpretations in effect on the date hereof, and we assume no obligations to review or supplement this opinion letter should any such law be changed by legislative action, judicial decision or otherwise. In addition, we do not undertake to advise you of matters which occur subsequent to the date hereof and which affect the opinion expressed herein.

This opinion is rendered only to Nordea Bank Finland plc, New York Branch, as Administrative Agent, and Collateral Agent, and the Lenders and their respective successors and assigns, and their respective legal advisors and is solely for their benefit in connection with the Credit Agreement. This opinion may not be relied upon by the Collateral Agent, the Administrative Agent or any such Lender (and each of their successors and assigns) for any other purpose, or quoted to or relied upon by any other person, firm or corporation for any purpose without our prior written consent.

	Very truly yours,

	/s/ Constantine P. Georgiopoulos
	Constantine P. Georgiopoulos

Schedule 1

Schedule of Lenders

NORDEA BANK FINLAND PLC,

NEW YORK BRANCH

DNB BANK ASA

HSH NORDBANK AG

BANK OF SCOTLAND PLC

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

CITIBANK, N.A.

CITIGROUP FINANCIAL PRODUCTS INC.

NATIXIS, NEW YORK BRANCH

ROYAL BANK OF SCOTLAND

SANTANDER UK PLC

SUMITOMO MITSUI BANKING CORP., NEW YORK

DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S)

ALLIED IRISH BANK, P.L.C.

BNP PARIBAS

UNICREDIT BANK AG

CREDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH

Schedule 2

2	Vessel	Owner	Official Number	Jurisdiction
1	Genmar Argus	GMR Argus LLC	1826	Marshal] Islands
2	Genmar Daphne	GMR Daphne LLC	2501	Marshall Islands
3	Genmar Elektra	Genmar Elektra LLC	2945	Marshall Islands
4	Genmar Hope	GMR Hope LLC	1343	Marshall Islands
5	Genmar Horn	GMR Horn LLC	1255	Marshall Islands
6	Genmar Orion	GMR Orion LLC	1641	Marshall Islands
7	Genmar Phoenix	GMR Phoenix LLC	1882	Marshall Islands
8	Genmar Spyridon	GMR Spyridon LLC	1404	Marshall Islands
9	Genmar St. Nikolas	GMR St. Nikolas LLC	3046	Marshall Islands
10	Genmar George T	GMR George T LLC	2935	Marshall Islands

11	Genmar Agamemnon	GMR Agamemnon LLC	10257	Liberia
12	Genmar Ajax	GMR Ajax LLC	10259	Liberia
13	Genmar Defiance	GMR Defiance LLC	11678	Liberia
14	Genmar Harriet G	GMR Harriet GLLC	12884	Liberia
15	Genmar Kara G	GMR Kara G LLC	13098	Liberia
16	Genmar Minotaur	GMR Minotaur LLC	10948	Liberia
17	Genmar Strength	GMR Strength LLC	11846	Liberia

18	Genmar Companion	Companion Ltd.	733743	Bermuda
19	Genmar Compatriot	Compatriot Ltd.	733750	Bermuda
20	Genmar Consul	Consul Ltd.	733745	Bermuda
21	Genmar Victory	Victory Ltd.	733717	Bermuda
22	Genmar Vision	Vision Ltd.	733716	Bermuda

Schedule 3

	Vessel	Owner	Official No.	Jurisdiction
23	Genmar Poseidon	GMR Poseidon LLC	2187	Marshall Islands
24	Genmar Ulysses	GMR Ulysses LLC	2092	Marshall Islands
25	Genmar Hercules	GMR Hercules LLC	2001	Marshall Islands
26	Genmar Atlas	GMR Atlas LLC	2004	Marshall Islands
27	Genmar Zeus	GMR Zeus LLC	2295	Marshall Islands
28	Genmar Maniate	GMR Maniate LLC	2247	Marshall Islands
29	Genmar Spartiate	GMR Spartiate LLC	2262	Marshall Islands

EXHIBIT C-3

REEDER & SIMPSON P.C.

ATTORNEYS AT LAW

P.O. Box 601		Telephone: 011-692-625-3602
RRE Commercial Center		Facsimile: 011-692-625-3603
Majuro, MH 96960		Email: dreeder@ntamar.net
		r.simpson@simpson.gr

Nordea Bank Finland plc, New York Branch

437 Madison Avenue

New York, New York 10022,

as Administrative Agent and Collateral Agent

and

each of the Lenders party to the Credit Agreement

referred to below:

May 17, 2012

Re: General Maritime Corporation, General Maritime Subsidiary II Corporation, and General Maritime Subsidiary Corporation

Ladies and Gentlemen:

We are licensed to practice law in the Republic of the Marshall Islands (the “ RMI ”), and are members in good standing of the Bar of the RMI. We are acting as special RMI counsel on issues relating to RMI law for General Maritime Corporation (“ GMC ”), General Maritime Subsidiary II Corporation (“ GMSC II ”), and General Maritime Subsidiary Corporation (“ GMSC ”), in relation to the Credit Agreement described below. All of the above named parties, and those parties whose names are set out in Schedule I attached hereto, all of which are RMI non-resident domestic corporations or RMI non-resident domestic limited liability companies, are collectively referred to as the “ Credit Parties ”.

In connection with this opinion, we have examined an original or electronic copy of that certain Third Amended and Restated Credit Agreement dated as of May 17, 2012 (the “ Credit Agreement ”), between Nordea Bank Finland plc, New York Branch as Administrative Agent and Collateral Agent, the lenders party thereto from time to time, and GMC, as Parent, GMSC II and Arlington Tankers Ltd. as Guarantors, and GMSC, as Borrower. We have also examined the written resolutions of the Board of Directors and Managers of each of the Credit Parties with respect to the transaction, and a certificate of good standing for each of the Credit Parties. The documents listed in this paragraph are collectively referred to as the “ Credit Documents ”.

In addition, we have also examined electronic copies of the following:

a. That certain reaffirmation of Amended and Restated Subsidiaries Guaranties dated May 17, 2012;

b. Those certain Second Amended and Restated Pledge Agreement and Amended and Restated Secondary Pledge Agreements dated May 17, 2012;

c. The Omnibus Amendment to the Primary Assignments of Earnings and the Omnibus Amendment to the Secondary Assignments of Earnings, each dated May 17, 2012;

d. The Omnibus Amendment to the Primary Assignments of Insurances and the Omnibus Amendment to the Secondary Assignments of Insurances, each dated May 17, 2012;

e. Those certain Marshall Islands Collateral Vessel Mortgage Amendments and Marshall Islands Secondary Collateral Vessel Mortgage Amendments dated May 17, 2012;

f. Those two Control Agreements Regarding Deposit Accounts by GMSC the first for Nordea Bank Finland plc, New York Branch accounts and the second for Nordea Bank Finland plc, Cayman Islands Branch accounts, both dated May 17, 2012;

g. That certain Control Agreement Regarding Deposit Accounts by GMSC II for Nordea Bank Finland plc, Cayman Islands Branch accounts dated May 17, 2012;

h. That certain Control Agreement Regarding Deposit Accounts by GMC for Nordea Bank Finland plc, Cayman Islands Branch accounts dated May 17, 2012;

i. That certain Second Amended and Restated Deposit Control Agreement for Nordea Bank Finland plc accounts dated May 17, 2012;

j. That certain Primary Intercreditor Agreement dated May 17, 2012;

k. That certain Secondary Intercreditor Agreement date May 17, 2012; and

l. That certain Parri Passu Pledge Agreement dated May 17, 2012.

The Credit Documents and the documents listed in paragraphs a. through 1. above are collectively referred to herein as the “ Opinion Documents ”.

Unless otherwise indicated, capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

We have also made such examinations of matters of law as we deem necessary in connection with the opinions expressed herein. In rendering this opinion, we have examined and relied upon originals or copies of Opinion Documents and all such other documents, affidavits, corporate records, or certificates or other statements of RMI government officials and officers of the Credit Parties and such other instruments as we have considered necessary and appropriate.

Whenever our opinion is indicated to be based on our knowledge or awareness, it is intended to signify that, except with respect to opinions 3. and 6. below, we have not undertaken any independent investigation specifically for the purpose of rendering this opinion other than those procedures referred to herein and our knowledge will be limited to those matters of which we have actual knowledge. Whenever we have stated that we have assumed any matter, it is intended that we assume such matter without making any factual, legal, or other inquiry or investigation and without expressing any opinion or conclusion of any kind concerning such matter.

In rendering this opinion we have assumed with your permission and without independent verification:

1. The genuineness of all signatures, the legal capacity of natural persons and of all parties which are not RMI entities, the authenticity of all items submitted to us, and the conformity with originals of all items submitted to us as originals or electronic copies. We assume that when the parties, other than the Credit Parties, executed and delivered the Opinion Documents, along with all other agreements, instruments, associated documents, and resolutions, that such parties were duly organized, validly existing, and in good standing under the laws of their respective jurisdictions, that such parties were duly qualified to engage in the transactions covered by this opinion, that such parties had the power and authority to enter into and perform their obligations thereunder, that such parties had duly authorized, executed and delivered the opinion Documents, that the Opinion Documents constitute the legal, valid, and binding obligations of such parties, that the due authorization, execution, enforceability and delivery of the Opinion Documents complies with all relevant laws other than the laws of the RMI which are the subject of this opinion, and that all actions required to be taken by such parties have been duly accomplished including all conditions precedent; and

2. The truth, accuracy, and completeness of all representations and warranties in the Opinion Documents as to factual matters but not as to conclusions of law that are the subject of this opinion letter.

We express no opinion as to matters governed by, or the effect or applicability of any laws of any jurisdiction other than the laws of the RMI which are in effect as of the date hereof. This opinion speaks as of the date hereof, and it should be recognized that changes may occur after the date of this letter which may affect the opinions set forth herein. We assume no obligation to advise the parties, their counsel, or any other party seeking to rely upon this opinion, of any such changes, whether or not material, or of any other matter which may hereinafter be brought to our attention.

This opinion is furnished solely for your benefit and that of Constantine P. Georgiopoulos as counsel for GMC, GMSC II, GMSC, and the other Credit Parties and may not be used for any other purpose or relied upon by, nor copies delivered to, any other persons without our prior written consent in each case.

Based upon and subject to the assumptions, qualifications and limitations herein, we are of the opinion that:

1. Each of the Credit Parties (i) is a corporation or limited liability company duly organized and incorporated or formed and validly existing and in good standing under the laws of the RMI, (ii) has all the corporate or limited liability company power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage in and to enter into and perform its respective obligations under the Credit Agreement and the other Opinion Documents, and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the conduct of its business required such qualification except for failures to be so qualified which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

2. Each of the Credit Parties has the corporate or limited liability company power and authority to execute, deliver and perform the terms and provisions of the Opinion Documents to which it is a party and has taken all necessary corporate or limited liability company action to authorize the execution, delivery and performance by it of each of such Opinion Documents. Each of the Credit Parties has duly executed and delivered each of the Opinion Documents to which it is a party, and each of the Opinion Documents to which it is a party constitutes the legal, valid and binding obligation of each such Credit Party.

3. Neither the execution, delivery or performance by any of the Credit Parties of the Opinion Documents to which it is a party, nor compliance by it respectively with the terms and provisions thereof (i) will contravene any provisions of any applicable RMI law, statute, rule or regulation, (ii) will contravene any provision of any applicable RMI order, writ, injunction or decree of any RMI court or governmental instrumentality applicable to any Credit Party and known to us, (iii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Credit Parties pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement or instrument to which any of the Credit Parties is a party or by which it any of its property or assets is bound or to which it may be subject or (iv) will violate any provision of the articles of incorporation or by-laws, or the certificate of incorporation or limited liability company certificate of formation or operating agreement of any Credit Party.

4. No RMI order, consent, approval, license, authorization, or validation of, of filing, recording or registration with or exemption by any RMI governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with: (i) the entry into, execution, delivery and performance of any Opinion Documents or (ii) the legality, validity, binding effect or enforceability of any such Opinion Document other than the filing of the Marshall Islands Collateral Vessel Mortgage Amendments and Marshall Islands Secondary Collateral Vessel Mortgage Amendments with the RMI Maritime Administrators Office.

5. It is not necessary or advisable in order to create or maintain a valid preferred mortgage on each of the Mortgaged Vessels listed in Schedule I to file any of the Opinion Documents or any other instrument relating thereto in any RMI court, agency or governmental instrumentality save the recording of the Collateral Vessel Mortgage Amendments and Secondary Collateral Vessel Mortgage Amendments with the RMI Maritime Administrators Office.

6. No further action is required to be taken insofar as the laws of the RMI are concerned to perfect the priority security interests granted by the Credit Parties pursuant to the Opinion Documents or to maintain the perfection of the Opinion Documents.

7. There are no actions, suits, proceedings (private or governmental) pending in the RMI or, to my knowledge, threatened (i) with respect to the Opinion Documents or the transactions contemplated thereby (ii) that, either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

8. Each of the Mortgaged Vessels listed in Schedule I is duly registered at the office of the RMI Maritime Administrator in the sole ownership of the owner indicated opposite the name of such Mortgaged Vessel as listed in Schedule I pursuant to the laws of the RMI and as of the date set forth on the Marshall Islands Collateral Vessel Mortgages and Marshall Islands Secondary Collateral Vessel Mortgage, and in each case such owner has good and valid title thereto, free of any liens, claims, charges, debts or encumbrances of record other than the relevant Marshall Islands Collateral Vessel Mortgage Amendments as amended and Marshall Islands Secondary Collateral Vessel Mortgage as amended.

9. Each of the Marshall Islands Collateral Vessel Mortgage Amendments and Marshall Islands Secondary Collateral Vessel Mortgage Amendments (i) have been duly executed and delivered by the respective owners, (ii) have been duly registered and recorded at the RMI Maritime Administrator’s office in New York, the only office where registration or recording is necessary, (iii) creates a valid and binding preferred mortgage lien upon the relevant Mortgaged Vessel, with effect and priority from the date hereof pursuant to the laws of the RMI, (iv) is enforceable in accordance with its terms, all in accordance with the laws of the RMI and the

performance of the Marshall Islands Collateral Vessel Mortgages, as amended, and Marshall Islands Secondary Collateral Vessel Mortgages, as amended, will not violate or conflict with any RMI law, statute or regulation, (v) will maintain its validity and priority without it being necessary or appropriate for it to be re-recorded or re-filed, and (vi) constitutes a “preferred mortgage” within the meaning of Title 47, Chapter 3, Section 303 of the Marshall Islands Revised Code, the Preferred Ship Mortgage and Maritime Liens Act.

10. All taxes and charges payable, for the year 2012 in respect of registration of the Mortgaged Vessels, and in respect of the Marshall Islands Collateral Vessel Mortgages and Marshall Islands Secondary Collateral Vessel Mortgages, including recording thereof, have been paid.

11. All permits licenses, consents, and approvals of any RMI governmental authority as a condition to the validity and enforceability of the Vessel Acquisition Documentation for the Mortgaged Vessels set forth in Schedule I, and in connection with the registration of the Mortgaged Vessels set forth in Schedule I have been duly obtained, are in full force and effect as of the date thereof and are valid and sufficient for their respective purposes.

12. A judgment obtained against a Credit Party in the courts of New York in respect of the Opinion Documents would be enforced by the courts of the RMI without re-examination of the merits so long as the provisions of the RMI Uniform Foreign Money-Judgments Recognition Act are complied with.

13. Under the laws of the RMI, none of the Collateral Agent or the Secured Parties will be deemed to be resident, domiciled or carrying on any commercial activity in the RMI or will be subject to any RMI tax as a result of its entry into the Opinion Documents or the performance of any of the transactions contemplated thereby. It is not necessary for the Collateral Agent or the Secured Parties to be authorized or qualified to carry on business in the RMI or to establish a place of business in the RMI for the entry into or performance of the Opinion Documents.

14. The choice of New York law as the governing law of the Credit Agreement, Amended and Restated Subsidiaries Guaranty, Pledge Agreements, Secondary Assignments of Earnings, Secondary Assignments of Insurances, and Control Agreements Regarding Deposit Accounts and the choice of RMI law as the governing law of the Marshall Islands Collateral Vessel Mortgage Amendments and Secondary Collateral Vessel Mortgage Amendments would be upheld as a valid choice of law by the courts of the RMI and will be accepted and applied by the RMI courts in proceedings relating to the Opinion Documents.

15. The submission to jurisdiction by the Credit Parties contained in the Opinion Documents is valid and binding on the Credit parties and not subject to revocation without the consent of the Collateral Agent and the Secured Parties.

16. No stamp duty or similar or other tax or duty is payable in the RMI on the enforcement of a foreign judgment. No tax is required to be withheld by any governmental authority in the RMI with respect to any payments made under any of the Opinion Documents.

17. Other than as stated above, all amounts payable under the Opinion Documents may be made free and clear of and without deduction for or on account of any taxes imposed, assessed or levied by the RMI or any authority thereof or therein.

Sincerely,


/s/ Dennis J. Reeder
Reeder & Simpson PC
Dennis J. Reeder

SCHEDULE I

SUBSIDIARY GUARANTORS AND MORTGAGED VESSELS

SUBSIDIARY GUARANTORS		MORTGAGED VESSELS

1.	GMR ARGUS LLC	GENMAR ARGUS
2.	GMR DAPHNE LLC	GENMAR DAPHNE
3.	GMR ELEKTRA LLC	GENMAR ELEKTRA
4.	GMR GEORGE T LLC	GENMAR GEORGE T
5.	GMR HOPE LLC	GENMAR HOPE
6.	GMR HORN LLC	GENMAR HORN
7.	GMR ORION LLC	GENMAR ORION
8.	GMR PHOENIX LLC	GENMAR PHOENIX
9.	GMR ST NIKOLAS LLC	GENMAR ST NIKOLAS
10.	GMR SPYRIDON LLC	GENMAR SPYRIDON
11.	GMR ZEUS LLC	GENMAR ZEUS
12.	GMR MANIATE LLC	GENMAR MANIATE
13.	GMR SPARTIATE LLC	GENMAR SPARTIATE
14.	GMR ULYSSES LLC	GENMAR ULYSSES
15.	GMR ATLAS LLC	GENMAR ATLAS
16.	GMR HERCULES LLC	GENMAR HERCULES
17.	GMR POSEIDON LLC	GENMAR POSEIDON

EXHIBIT C-4

	*HENRIES LAW FIRM*
	Established 1944
	31 BENSON STREET	Richard A. Henries, Sr.
George E. Henries	P. O. BOX 1544	(1908 - 1980)
Counsellor-At-Law	MONROVIA, LIBERIA
Senior Partner

Cooper W. Kruah		Email: attyhenries@aol.com
Counsellor-At-Law		Email: cwkruah@yahoo.com
Managing Partner		Telephone: (231) 6-610889
		(231)77-610859
		(231) 6-515171
Associates :		(231)77-515171
ldris S. Sheriff
Counsellor-At-Law

Dexter Tiah
Counsellor-At-Law

Morris Massaquoi	May 17, 2012
Attorney-At-Law

To the Administrative Agent, the Collateral Agent

And each of the Lenders party to the

Credit Agreement referred to below

Ladies and Gentlemen:

We have acted as Liberian counsel to General Maritime Corporation, a Marshall Islands corporation (the “Parent”) and each of the Subsidiaries of the Parent listed on Schedule VIII attached hereto (collectively the “Liberian Companies” and together with the Parent, the “Credit Parties”), in connection with the Third Amended and Restated Credit Agreement, dated as of the date hereof (as amended, supplemented, restated or modified from time to time, the “Credit Agreement”), among the Parent, General Maritime Subsidiary Corporation as Borrower, General Maritime Subsidiary II Corporation, as a guarantor, Arlington Tankers Ltd., as a guarantor, the lenders from time to time party thereto (the “Lenders”) and Nordea Bank Finland plc, New York Branch, as Administrative Agent (the “Administrative Agent”) and as Collateral Agent (the “Collateral Agent”) for the Lenders. This opinion is delivered pursuant to Section 12.10 (viii) of the Credit Agreement.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation, the following (collectively the “Documents”): (a) the Credit Agreement, (b) the Reaffirmation of the Amended and Restated Subsidiaries Guaranty dated as of May 17, 2012, (c) the Second Amended and Restated Pledge Agreement dated as of May 17, 2012, (d) the recorded amendments to the Preferred Ship Mortgages (the “Liberian Vessel Mortgages”) each dated the date hereof (collectively, the “Amendments to the Liberian Vessel Mortgages”) covering the Liberian flag Vessels listed on Schedule A attached hereto and other vessels(collectively, the “Liberian Vessels”), (e) the Omnibus Amendment dated as of the date hereof (the “Omnibus Amendment to Assignments of Earnings”) to the Assignments of Earnings respecting each of the Liberian Vessels and other vessels (the “Assignments of Earnings”), (f) the Omnibus Amendment dated as of the date hereof (the Omnibus

Amendment to Assignments of Insurances”), to the Assignments of Insurances respecting each of the Liberian Vessels and other vessels (the “Assignments of Insurances”), (g) the Charter Assignment for m.v. Genmar Harriet G dated of the date hereof (the “Charter Assignment”), (h) the Primary Intercreditor Agreement dated as of the date hereof and (i) the Second Amended and Restated Deposit Account Control Agreement dated as of the date hereof.

We also have examined the articles of organization and operating agreement or bylaws and the corporate resolutions of each of the Shipowners and such other public and corporate documents and records and such laws, regulations and enactments of the Republic of Liberia as we have deemed necessary or appropriate in connection with this opinion.

In our examination, we have assumed the genuineness of all signatures (other than as to the Liberian Companies), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to questions of fact not independently verified by us we have relied, to the extent we have deemed appropriate, upon certificates of officers of the Liberian Companies, public officials and other appropriate persons.

We have further assumed that:

1. The Parent and each other party to the Documents (other than the Liberian Companies) (i) is a duly organized and validly existing corporation or limited liability company as the case may be in good standing under the laws of the states of its organization, (ii) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage in and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction (other than the Republic of Liberia) where the conduct of its business requires such qualification except for failures to be so qualified which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

2. The Parent and each other party to the Documents (other than the Liberian Companies) has the corporate or limited liability company power and authority to execute, deliver and perform the terms and provisions of the Documents to which each is a party and has taken all necessary corporate or limited liability company action to authorize the execution, delivery and performance by the Parent and each such other party to the Documents.

The opinions expressed herein are subject to the qualifications that (i) they are limited to the laws of the Republic of Liberia in existence as of the date hereof; and (ii) enforceability of the documents may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

Subject to the foregoing, we are of the opinion that:

1. Each of the Liberian Companies is a limited liability company duly organized, validly existing and in good standing under the laws of the Republic of Liberia.

2. Each of the Liberian Companies has the limited liability company power and authority to enter into, observe and perform the terms and obligations on its part to be observed and performed under each of the Documents to which it is a party and has taken all necessary corporate action to authorize the execution and delivery of each such Document and the performance of its obligations in accordance with its terms.

3. Each of the Liberian Vessels is duly registered under the laws and flag of the Republic of Liberia at the Deputy Commissioner’s Office, 99 Park Avenue, New York (the “Deputy Commissioner’s Office”) in the sole ownership of the Liberian Company set forth opposite such Liberian Vessel on Schedule B attached hereto pursuant to the laws of the Republic of Liberia as of the date hereof, free of any liens, claims, debt or encumbrances of record other than the Liberian Vessel Mortgages and those certain Second Preferred Liberian Mortgages, as amended, in favor of the Collateral Agent.

4. Each of the Documents, including the Amendments to the Liberian Vessel Mortgages, (i) has been duly executed and delivered by the Liberian Company party thereto, and (ii) each of the Amendments to the Liberian Vessel Mortgages has been duly recorded as set forth at the Deputy Commissioner’s Office, the only office where recording is necessary.

5. Each of the Liberian Vessel Mortgages (i) creates a valid and binding first priority mortgage lien upon the relevant Liberian Vessel securing the “Indebtedness hereby secured” as defined therein pursuant to the laws of the Republic of Liberia, (ii) is enforceable in accordance with its terms, all in accordance with the laws of the Republic of Liberia, and (iii) constitutes a “preferred mortgage” within the meaning of Title 21, Chapter 3, Section 105 (4) of the Liberian Code of Laws of 1956, as amended. .

6. The execution, delivery and performance of all obligations of the Documents by each Liberian Company party thereto will not violate or conflict with (i) any Liberian law, statute or regulation or (ii) any such entity’s organizational documents.

7. All permits, licenses, consents and approvals of any governmental authority required as a condition to the validity and enforceability of the Documents have been duly obtained, are in full force and effect as of the date thereof and are valid and sufficient for their respective purposes.

8. Except for the recordation of the Amendments to the Liberian Vessel Mortgages at the Deputy Commissioner’s Office, no order, consent, approval, license, authorization, recording or registration with or exemption by any governmental or public body or authority, or any subdivision of the Republic of Liberia is required to authorize, or is

required in connection with, (i) the entry into, execution, delivery and performance of the Documents or (ii) the legality, validity, binding effect or enforceability of the Documents.

9. Insofar as the laws of the Republic of Liberia are concerned, the choice of New York law to govern the Documents to which any of the Liberian Companies is a party (other than the Liberian Vessel Mortgages) is a valid choice of law, and the submission in such Documents by the Liberian Companies party thereto to the jurisdiction of the courts of the State of New York, located in New York City, or of the United States for the Southern District of New York is valid and binding upon the parties.

10. The provision of each of the Assignments of Earnings as amended by Omnibus Amendment to Assignments of Earnings and the Assignments of Insurances as amended by Omnibus Amendment to Assignments of Insurances are sufficient to create in favor of the Collateral Agent a first priority perfected security interest in all right, title and interest of the Shipowner party thereto in those items and types of property described in such Assignments of Earnings as amended by Omnibus Amendment to Assignments of Earnings and the Assignments of Insurances as amended by Omnibus Amendment to Assignments of Insurances.

11. The provision of the Charter Assignment are sufficient to create in favor of the Collateral Agent a second priority perfected security interest in all right, title and interest of the Shipowner party thereto in those items and types of property described in such Charter Assignment.

12. No further action is required to be taken insofar as the laws of the Republic of Liberia are concerned to perfect the first priority security interests granted by the Credit Parties pursuant to the Documents.

13. All amounts payable under the Documents may be made free and clear of and without deduction for or on account of any taxes imposed, assessed or levied by Liberia or any authority thereof or therein.

14. No stamp or registration duty or similar taxes or charges are payable in in Liberia in respect of the documents except that for admissibility of any of the Documents into evidence in a Liberian court of competent jurisdiction a revenue stamp of nominal value should be affixed thereto any time prior to its presentation to the court.

15. A judgment obtained against the Liberian Companies in the courts of New York in respect of the Documents may be admissible into evidence and enforceable by the courts of Liberia without re-examination of the merits of the case if: (i) the court rendering the judgment had jurisdiction over the parties and the subject-matter; (ii) the judgment is for a definite sum of money and if final in the jurisdiction in which the judgment was rendered; (in) the applicable Liberian Company was present in person or by a duly appointed representative; (iv) the judgment was not a default judgment; (v) the judgment was not obtained by fraud; and (vi) the judgment does not offend the principles of the Republic of Liberia as to due process, natural justice or public policy.

16. Under the laws of Liberia, none of the Administrative Agent, the Collateral Agent nor the Lenders will be deemed to be resident, domiciled or carrying on any commercial activity in Liberia or subject to any Liberian tax as a result of the entry into the Documents or the performance of any of the transaction contemplated thereby. It is not necessary for the Administrative Agent, the Collateral Agent or the Lenders to be authorized or qualified to carry on business in Liberia or establish a place of business in Liberia for the entry into or performance of the Documents.

17. Insofar as we are aware, no suits, actions or proceedings are pending or threatened in any Liberian court or governmental instrumentality with respect to any Document or the Liberian Companies that are reasonably likely to have a Material Adverse Effect.

18. No further action is required to be taken insofar as the laws of the Republic of Liberia are concerned to perfect the first priority security interests granted by the Liberian Companies pursuant to the Documents.

This opinion is being furnished only to the addressees hereof and the Credit Parties and is solely for their benefit and the benefit of their permitted successors and assigns in connection with the above transaction. Except for Constantine P. Georgiopoulos, New York maritime counsel for the Credit Parties, who may rely on this opinion when delivering his opinion, without our prior written consent in each case, this opinion may not be relied upon for any other purpose, or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.

	Very truly yours,

	/s/ George E. Henries
	George E. Henries

SCHEDULE VIII

General Maritime Corporation

Liberian Subsidiaries

GMR Agamemnon LLC

GMR Ajax LLC

GMR Defiance LLC

GMR Harriet G LLC

GMR Kara G LLC

GMR Minotaur LLC

GMR Strength LLC

SCHEDULE A

Liberian Vessels

Genmar Agamemnon

Genmar Ajax

Genmar Defiance

Genmar Harriet G

Genmar Kara G

Genmar Minotaur

Genmar Strength

SCHEDULE B

Liberian Companies		Liberian Vessels

GMR Agamemnon LLC		Genmar Agamemnon
GMR Ajax LLC		Genmar Ajax
GMR Defiance LLC		Genmar Defiance
GMR Harriet G LLC		Genmar Harriet G
GMR Kara G LLC		Genmar Kara G
GMR Minotaur LLC		Genmar Minotaur
GMR Strength LLC		Genmar Strength

	Conyers Dill & Pearman Limited	BERMUDA
	Clarendon House, 2 Church Street	BRITISH VIRGIN ISLANDS
	PO Box HM 666	CAYMAN ISLANDS
	Hamilton HM CX, Bermuda	CYPRUS
	Tel: +1 [441] 295 1422	DUBAI
	Fax:+1 [441] 292 4720	HONG KONG
	conyersdill.com	LONDON
		MAURITIUS
		MOSCOW
		SÀG PAULO
		SINGAPORE

EXHIBIT C-5

17 May 2012

Matter No.:475358

Doc Ref: Legal - 1201649

441 299-4926

victor.richards@conyersdill.com

Nordea Bank Finland plc, New York Branch

437 Madison Avenue, 21 st Floor

New York, New York

10022

Constantine P. Georgiopoulos

775 Scarsdale Road 20

Tuckahoe

New York 10707

And to each of the Lenders (as defined herein)

Dear Sirs,

Re: Vision Ltd., Victory Ltd., Companion Ltd., Compatriot Ltd., Consul Ltd. (each a Shipowning Company, together, the “Shipowning Companies”) and Arlington Tankers Ltd. (together with the Shipowning Companies, the “Companies”), m.v. Genmar Vision, m.v. Genmar Victory, m.v. Genmar Companion, m.v. Genmar Compatriot and m.v. Genmar Consul (together, the “Vessels”)

We have acted as special Bermuda legal counsel to the Companies and Nordea Bank Finland plc, acting through its New York Branch (the “Bank”), in connection with:

(i) a third amended and restated US$508,963,260.95 credit agreement among General Maritime Corporation (“GMC”), as parent, General Maritime Subsidiary Corporation (“GMSC”), as borrower, Arlington Tankers Ltd. (“Arlington”), as guarantor, General Maritime Subsidiary II Corporation (“GMSC II”), as guarantor, various lenders (the “Lenders”) and the Bank, as administrative agent and collateral agent dated 17 May 2012 (the “Credit Agreement”);

(ii) an amendment and reaffirmation agreement (the “Reaffirmation Agreement”) dated 17 May 2012 granted by the Companies and affiliates thereof in favour of the Bank;

(iii) a second amended and restated pledge agreement (the “Pledge”) dated 17 May 2012 granted by the Shipowning Companies in favour of the Bank;

(iv) a charge over shares of each of the Shipowning Companies (together, the “Share Charges”) each dated 17 May 2012 granted by Arlington in favour of the Bank;

(v) a charge over the shares of Arlington (the ‘Arlington Share Charge”) dated 17 May 2012 granted by GMC in favour of the Bank;

(vi) first priority statutory mortgages of a ship (the “Mortgages”) each dated 17 May 2012, in respect of each of the Vessels, granted by Victory Ltd., Vision Ltd., Consul Ltd., Companion Ltd. and Compatriot Ltd. respectively, in favour of the Bank;

(vii) omnibus amendment of primary assignments of insurances (the “Insurances Assignments”) each dated 17 May 2012 in respect of each of the Vessels, granted by Vision Ltd., Victory Ltd., Consul Ltd., Companion Ltd. and Compatriot Ltd., respectively and such affiliates thereof, in favour of the Bank;

(viii) omnibus amendment of primary assignments of earnings (the “Earnings Assignments”) each dated 17 May 2012 in respect of each of the Vessels, granted by Vision Ltd., Victory Ltd., Consul Ltd., Companion Ltd. and Compatriot, respectively and such affiliates thereof, in favour of the Bank;

(ix) amendments to amended and restated deeds of covenant of each of the Shipowning Companies (the “Deeds of Covenant”) each dated 17 May 2012 granted by each of Shipowning Companies in favour of the Bank; and

(x) a primary intercreditor agreement (the “Primary Intercreditor Agreement”) dated 17 May 2012 among GMC, GMSC, GMSC II, the Bank, the Company and the other Subsidiary Guarantors, including the Companies (as defined in the Credit Agreement); and

(xi) a secondary intercreditor agreement (the “Secondary Intercreditor Agreement”) dated 17 May 2012 among GMC, GMSC, GMSC II, the Bank,

the other Subsidiary Guarantors, including the Companies (as defined in the Credit Agreement);

(xii) a pari passu pledge agreement (the “Pari Passu Pledge Agreement”) dated 17 May 2012 by and among Arlington, GMC and GMSCII in favour of the Bank;

(xiii) a second amended and restated control agreement (the “Control Agreement”) dated 17 May 2012 granted by each of the Companies in favour of the Bank; and

(xiv) a pari passu control agreement (the “Pari Passu Control Agreement”) dated 17 May 2012 by Arlington in favour of the Bank.

For the purposes of giving this opinion, we have examined executed copies of the following documents:

(i) the Credit Agreement;

(ii) the Reaffirmation Agreement;

(iii) the Pledge;

(iv) the Share Charges;

(v) the Arlington Share Charge;

(vi) the Mortgages;

(vii) the Insurances Assignments;

(viii) the Earnings Assignments;

(ix) the Deeds of Covenant;

(x) the Primary Intercreditor Agreement;

(xi) the Second Intercreditor Agreement;

(xii) the Pari Passu Pledge Agreement;

(xiii) the Control Agreement; and

(xiv) the Pari Passu Control Agreement.

The documents listed in items (i) through (xiv) above are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

We have also reviewed the certificate of incorporation, the memorandum of association and the bye-laws of each of the Companies, certified by the Secretary of the Companies on 25 April 2012, resolutions of the directors of each of the Companies each passed on 14 May 2012 (together, the “Resolutions”), a power of attorney granted by the Companies dated 17 May 2012 (the “Power of Attorney”), transcripts of register issued by the Department of Maritime Administration in Bermuda on 17 May 2012 at 12:08 p.m. (GENMAR VISION), 12:02 p.m. (GENMAR VICTORY), 11:56 a.m. (GENMAR CONSUL), 11:44 a.m. (GENMAR COMPANION) and 11:50 a.m. (GENMAR COMPATRIOT) (the “Transcripts”) in respect of each of the Vessels and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (b) that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; (c) the capacity, power and authority of each of the parties to the Documents, other than the Companies, to enter into and perform its respective obligations under the Documents; (d) the due execution and delivery of the Documents by each of the parties thereto, other than the Companies, and the physical delivery by each of the Companies of the Documents to which it is a party with an intention to be bound thereby; (e) the accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us; (f) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended; (g) that each of the Shipowning Companies is entering into the Documents to which it is a party pursuant to its business of shipowning; (h) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein; (i) the validity and binding effect under the laws of the State of New York (the “Foreign Laws”) of the Documents (except the Mortgages, the Deeds of Covenant and the Share Charges) which are expressed to be governed by such Foreign Laws in accordance with their respective terms; (j) the validity and binding effect under the Foreign Laws of the submission by the Company pursuant to the Documents (except the Mortgages) to the non-exclusive jurisdiction of the federal and state courts in the State

of New York (the “Foreign Courts”); (k) that none of the parties to the Documents carries on business from premises in Bermuda, at which it employs staff and pays salaries and other expenses; (1) that on the date of entering into the Documents each of the Companies, are and after entering into the Documents will be able to pay its liabilities as they become due.

The obligations of each of the Companies under the Documents (a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors; (b) will be subject to statutory limitation of the time within which proceedings may be brought; (c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available; (d) may not be given effect to by a Bermuda court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty and not in the nature of liquidated damages; (e) may not be given effect by a Bermuda court to the extent that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.

We express no opinion as to the enforceability of any provision of the Documents which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Companies.

Any provision of a document governed by Bermuda law expressly or impliedly providing that certain statements, calculations and/or certificates will be conclusive and binding may not be effective if such statements, calculations or certificates are incorrect on their face or fraudulent and will not necessarily prevent judicial enquiry into the merits of a claim of an aggrieved party. In addition, an agreement governed by Bermuda law may be amended orally despite any provision to the contrary in such agreement, and the question of whether any provisions of such an agreement which may be illegal, invalid or ineffective may be severed from the other provisions of such agreement would be determined by the courts at their discretion.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for your benefit and use in connection with the matter described herein and is not to be relied upon by any other person, firm or entity or in respect of any other matter. This opinion is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in

respect of any other matter, except that any person who acquires a participation and becomes a Lender under the Credit Agreement may rely on this opinion subject to the entirety of the advice given to you and to the extent that you can rely on it.

On the basis of and subject to the foregoing, we are of the opinion that:

1. Each of the Companies is duly incorporated and existing under the laws of Bermuda.

2. Each of the Companies has the necessary corporate power and authority to enter into and perform its obligations under the Documents to which it is a party. The execution and delivery of the Documents to which each Company is a party by such Company and the performance by such Company of its obligations thereunder will not violate the memorandum of association or bye-laws of the respective Company nor any applicable law, regulation, order or decree in Bermuda.

3. Each of the Companies has taken all corporate action required to authorise its execution, delivery and performance of the Documents to which it is a party. Such Documents have been duly executed and delivered by or on behalf of such Company, and constitute the valid and binding obligations of such Company in accordance with the terms thereof.

4. No order, consent, approval, licence, authorisation or validation of or exemption by any government or public body or authority of Bermuda or any sub-division thereof is required to authorise or is required in connection with the execution, delivery, performance and enforcement of the Documents, except such as have been duly obtained in accordance with Bermuda law.

5. It is not necessary or desirable to ensure the enforceability in Bermuda of the Documents that they be registered in any register kept by, or filed with, any governmental authority or regulatory body in Bermuda. However, to the extent that the Documents create a charge over assets of the Companies (other than land in Bermuda, a ship registered in Bermuda or any interest therein registerable under the Merchant Shipping Act 2002), it may be desirable to ensure the priority in Bermuda of the charge that it be registered in the Register of Charges in accordance with Part V of the Company Act 1981. On registration, to the extent that Bermuda law governs the priority of a charge, such charge will have priority in Bermuda over any unregistered charges created after 11 July 1984, and over any subsequently registered charges, in respect of the assets which are the subject of the charge. A registration fee of $574 will be payable in respect of the registration. To the extent that the Documents create a charge over a ship registered in Bermuda or any interest therein registerable under the Merchant Shipping Act

2002, it will be desirable to ensure the priority in Bermuda of the charge that it be registered in the Register of Ships at the Department of Maritime Administration in Bermuda. On registration, to the extent that Bermuda law governs the priority of such a charge, the charge will have priority in Bermuda over any unregistered charges and over any subsequently registered charges in respect of the assets which are the subject of the charge. A registration fee of $440 will be payable in respect of the registration.

While there is no exhaustive definition of a charge under Bermuda law, a charge includes any interest created in property by way of security (including any mortgage, assignment, pledge, lien or hypothecation). As the Documents (other than the Mortgages, the Deeds of Covenant and the Share Charges) are governed by the Foreign Laws, the question of whether they create such an interest in property would be determined under the Foreign Laws.

6. Based solely on our review of the Transcripts, the Mortgages were registered in the Register of Ships pursuant to the Merchant Shipping Act 2002 on 17 May 2012 at 12:08 p.m. (GENMAR VISION), 12:02 p.m. (GENMAR VICTORY), 11:56 a.m. (GENMAR CONSUL), 11:44 a.m. (GENMAR COMPANION) and 11:50 a.m. (GENMAR COMPATRIOT).

7. The Mortgages constitute a first priority mortgage under the Merchant Shipping Act 2002, having the effect and with the priority provided in the Merchant Shipping Act 2002. No periodic re-recording or periodic refiling of the Mortgages is necessary under existing Bermuda law.

8. Based solely on a search of the Register of Charges maintained by the Registrar of Companies pursuant to Section 55 of the Companies Act 1981 conducted at 11:14 a.m. (Vision Ltd.), 11:31 a.m. (Victory Ltd.), 11:20 a.m. (Consul Ltd.), 11:50 a.m. (Compatriot Ltd.), 11:08 a.m. (Companion Ltd.) and 11:40 a.m. (Arlington) on 17 May 2012 (which would not reveal details of matters which have been lodged for registration but not actually registered at the time of our search), there are charges registered on the assets of the Companies.

9. Based solely upon a search of the Cause Book of the Supreme Court of Bermuda conducted at 10:55 a.m. (Vision Ltd.), 10:55 a.m. (Victory Ltd.), 10:55 a.m. (Consul Ltd.), 10:55 a.m. (Compatriot Ltd.), 10:55 a.m. (Companion Ltd.) and 10:55 a.m. (Arlington) on 17 May 2012 (which would not reveal details of proceedings which have been filed but not actually entered in the Cause Book at the time of our search), there are no judgments against the Companies, nor any legal or governmental proceedings pending in Bermuda to which the Companies are subject.

10. The Documents will not be subject to ad valorem stamp duty in Bermuda and no registration, documentary, recording, transfer or other similar tax, fee or charge is payable in Bermuda in connection with the execution, delivery, filing, registration or performance of the Documents.

11. The Bank or the Lenders will not be deemed to be resident, domiciled or carrying on business in Bermuda by reason only of the execution, performance and/or enforcement of the Documents by the Bank or the Lenders.

12. It is not necessary or advisable in order for the Bank or the Lenders to enforce its rights under the Documents, including the exercise of remedies thereunder, that it be licensed, qualified or otherwise entitled to carry on business in Bermuda.

13. The choice of the Foreign Laws as the governing law of the Documents (other than the Mortgages, the Deeds of Covenant and the Share Charges) is a valid choice of law and would be recognised and given effect to in any action brought before a court of competent jurisdiction in Bermuda, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of Bermuda. The submission in the Documents (other than the Mortgages) to the non-exclusive jurisdiction of the Foreign Courts is valid and binding upon the Companies.

14. The courts of Bermuda would recognise as a valid judgment, a final and conclusive judgment in personam obtained in the Foreign Courts against a Company based upon the Documents under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of Bermuda; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of Bermuda; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda; and (f) there is due compliance with the correct procedures under the laws of Bermuda.

Yours faithfully,

/s/ Conyers Dill & Pearman
Conyers Dill & Pearman Limited

EXHIBIT D

GENERAL MARITIME SUBSIDIARY CORPORATION

OFFICER’S CERTIFICATE

May , 2012

I, the undersigned, Secretary of General Maritime Subsidiary Corporation, a corporation organized and existing under the laws of the Republic of the Marshall Islands (the “ Company ”), do hereby certify on behalf of the Company that:

1. This officer’s certificate (the “ Certificate ”) is furnished (i) pursuant to Section 12.10(viii) of the Third Amended and Restated Credit Agreement, dated as of the date hereof (such credit agreement, as in effect on the date of this Certificate, being herein called the “ $508M Credit Agreement ”), among General Maritime Corporation, as parent (the “Parent”), General Maritime Subsidiary II Corporation (“ GMSIIC ”) and Arlington Tanker Ltd. (“ Arlington ”), as guarantors, the Company, as borrower, various lenders party thereto from time to time and Nordea Bank Finland plc, New York Branch (“ Nordea ”), as administrative agent (in such capacity, the “ $508M Administrative Agent ”) and collateral agent, and Nordea and DNB Bank ASA (“ DNB ”), as joint book runners, and (ii) pursuant to Section 12.10(viii) of the Second Amended and Restated Credit Agreement, dated as of the date hereof (such credit agreement, as in effect on the date of this Certificate, being herein called the “ $273M Credit Agreement ”, and together with the $508M Credit Agreement, the “ Credit Agreements ”), among the Parent, the Company and Arlington, as guarantors, GMSIIC, as borrower, various lenders party thereto from time to time and Nordea, as administrative agent (in such capacity, the “ $273M Administrative Agent ”, and together with the $508M Administrative Agent, the “ Agents ”) and collateral agent, and Nordea and DNB, as joint lead arrangers and joint book runners. Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreements.

2. On the date hereof, there has been no change to (a) the Articles of Incorporation of the Company, as filed in the Office of the Registrar of Corporations of the Republic of the Marshall Islands, received by the Agents on May 6, 2011 or (b) the Bylaws of the Company received by the Agents on May 6, 2011.

3. Attached hereto as Exhibit A is a true and correct copy of resolutions which were duly adopted on May 17, 2012 by unanimous written consent of the Board of Directors of the Company, and said resolutions have not been rescinded, amended or modified authorizing the execution, delivery or performance of any of the Credit Documents to which the Company is a party. Except as attached hereto as Exhibit A , no other resolutions have been adopted by the Board of Directors of the Company which deal with the execution, delivery or performance of any of the Credit Documents to which the Company is a party.

4. The named individuals in Exhibit B attached hereto are duly elected officers of the Company, and each holds the office of the Company set forth opposite his name. The signature written opposite the name and title of each such officer in Exhibit B is his genuine signature.

5. On the date hereof (i) the representations and warranties given by the Company contained in the Credit Agreements and in the other Credit Documents are true and correct in all material respects, both before and after giving effect to the Transaction, unless stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date and (ii) no Default or Event of Default has occurred and is continuing or would result from the Transaction.

[Signature Page to Follow]

IN WITNESS WHEREOF, I have hereunto on behalf of the Company set my hand as of the date set forth above.

	GENERAL MARITIME SUBSIDIARY CORPORATION


	By:
	Name: Brian Kerr
	Title: Secretary

Officer’s Certificate - General Maritime Subsidiary Corporation

I, the undersigned, Treasurer of the Company, do hereby certify on behalf of the Company that Brian Kerr is a duly elected and qualified Secretary of the Company, holds the office set forth below his signature and the signature above is his genuine signature.

IN WITNESS WHEREOF, I have hereunto on behalf of the Company set my hand as of the date set forth above.

	GENERAL MARITIME SUBSIDIARY CORPORATION


	By:
	Name:		Leonard J. Vrondissis
	Title:		Treasurer

Officer’s Certificate - General Maritime Subsidiary Corporation

EXHIBIT A

Resolutions

See attached.

EXHIBIT B

Incumbency

Name	Office	Signature

Jeffrey D. Pribor	President


Leonard J. Vrondissis	Treasurer


Brian Kerr	Secretary

Incumbency Certificate of General Maritime Subsidiary Corporation

EXHIBIT E

AMENDED AND RESTATED SUBSIDIARIES GUARANTY

AMENDED AND RESTATED SUBSIDIARIES GUARANTY, dated as of May 6, 2011 (as amended, modified, restated and/or supplemented from time to time, this “ Guaranty ”), made by each of the undersigned guarantors (each a “ Guarantor ” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 25 hereof, the “ Guarantors ”) in favor of Nordea Bank Finland plc, New York Branch, as Administrative Agent (as defined below) for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

WITNESSETH :

WHEREAS, General Maritime Corporation (the “ Parent ”), General Maritime Subsidiary II Corporation, as a guarantor (“ GMSCII ”), Arlington Tankers Ltd., as a guarantor, and General Maritime Subsidiary Corporation (the “ Borrower ”) have entered into a Second Amended and Restated Credit Agreement dated as of May 6, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among various lenders referred to therein (the “ Lenders ”), and Nordea Bank Finland plc, New York Branch, as Administrative Agent and as Collateral Agent (in such capacity, together with any successor Administrative Agent, the “ Administrative Agent ”), providing for the making of Loans to, and the issuance of, and participation in, Letters of Credit for the account of the Borrower, all as contemplated therein (the Lenders, each Issuing Lender, the Collateral Agent and the Administrative Agent are herein called the “ Lender Creditors ”);

WHEREAS, the Borrower may at any time and from time to time enter into, or guaranty the obligations of one or more Guarantors or any of their respective Subsidiaries under, one or more Interest Rate Protection Agreements and/or Other Hedging Agreements with respect to the Borrower’s obligations under the Credit Agreement with respect to the outstanding Loans and/or Commitment from time to time with one or more Lenders or any affiliate thereof (each such Lender or affiliate, even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with such Lender’s or affiliate’s successors and assigns, if any, collectively, the “ Other Creditors ” and, together with the Lender Creditors, the “ Secured Creditors ”, with each such Interest Rate Protection Agreement and/or Other Hedging Agreement with an Other Creditor being herein called a “ Secured Hedging Agreement ”);

WHEREAS, each Guarantor is a direct or indirect Subsidiary of the Parent;

WHEREAS, it is a condition precedent to the making of Loans to the Borrower and the issuance of, and participation in, Letters of Credit for the account of the Borrower under the Credit Agreement and to Other Creditors entering into Secured Hedging Agreements that each Guarantor shall have executed and delivered to the Administrative Agent this Guaranty; and

WHEREAS, each Guarantor will obtain benefits from the incurrence of Loans by the Borrower and the issuance of, and participation in, Letters of Credit for the account of the

Borrower under the Credit Agreement and the entering into by the Borrower of Secured Hedging Agreements and, accordingly, desires to execute this Guaranty in order to satisfy the condition described in the preceding paragraph;

NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Guarantor, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby makes the following representations and warranties to the Administrative Agent for the benefit of the Secured Creditors and hereby covenants and agrees with each other Guarantor and the Administrative Agent for the benefit of the Secured Creditors as follows:

1. Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees: (i) to the Lender Creditors the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of (x) the principal of, premium, if any, and interest on the Notes issued by, and the Loans made to, the Borrower under the Credit Agreement, and all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit and (y) all other obligations (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness owing by the Borrower to the Lender Creditors (in the capacities referred to in the definition of Lender Creditors) under the Credit Agreement and each other Credit Document to which the Borrower is a party (including, without limitation, indemnities, fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and any such other Credit Document and the due performance and compliance by the Borrower with all of the terms, conditions, covenants and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations under this clause, except to the extent consisting of the obligations or liabilities with respect to Secured Hedging Agreements, being herein collectively called the “ Credit Document Obligations ”); and (ii) to each Other Creditor the full and prompt payment when due (whether at the stated maturity, by required payment, declaration, acceleration, demand or otherwise) of all obligations (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Secured Hedging Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the Borrower and each other Guaranteed Party under each Secured Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans and/or Commitments from time to time, whether now in existence or hereafter arising, and the due performance and compliance by the Borrower and each other Guaranteed Party with all of the terms, conditions and agreements contained in each such Secured Hedging Agreement to which it is a party (all such obligations, liabilities and indebtedness being herein collectively called the “ Other Obligations ” and, together with the Credit Document Obligations, the “ Guaranteed Obligations ”). As used herein, the term “ Guaranteed Party ” shall mean the Parent, GMSCII, the Borrower and each Subsidiary of the Parent that is a Credit Party. Each Guarantor understands, agrees and confirms that the Secured

Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor, the Parent, the Borrower or any other Guaranteed Party, or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations.

2. Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the Borrower or any other Guaranteed Party upon the occurrence in respect of the Borrower or any such other Guaranteed Party of any of the events specified in Section 11.05 of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Secured Creditors, or order, on demand. This Guaranty shall constitute a guaranty of payment, and not of collection.

3. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or any other Guaranteed Party or by any other party, (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) to the extent permitted by applicable law any payment made to any Secured Creditor on the indebtedness which any Secured Creditor repays the Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 6 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

4. The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party and whether or not any other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party be joined in any such action or actions. Each Guarantor waives, to the fullest extent permitted by applicable law, the benefits of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by the Borrower or any other Guaranteed Party or other circumstance which operates to toll any statute of limitations as to the Borrower or any other Guaranteed Party shall operate to toll the statute of limitations as to each Guarantor.

5. Any Secured Creditor may at any time and from time to time without the consent of, or notice to, any Guarantor, without incurring responsibility to such Guarantor,

without impairing or releasing the obligations or liabilities of such Guarantor hereunder, upon or without any terms or conditions and in whole or in part:

(a) change the manner, place or terms of payment of, and/or change, increase or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including, without limitation, any increase or decrease in the rate of interest thereon or the principal amount thereof), any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, increased, accelerated, renewed or altered;

(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, impair, realize upon or otherwise deal with in any manner and in any order any property or other collateral by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;

(c) exercise or refrain from exercising any rights against the Borrower, any other Guaranteed Party, any other Credit Party, any Subsidiary thereof or otherwise act or refrain from acting;

(d) release or substitute any one or more endorsers, Guarantors, other guarantors, the Borrower, any other Guaranteed Party, or other obligors;

(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower or any other Guaranteed Party to creditors of the Borrower or such other Guaranteed Party other than the Secured Creditors;

(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower or any other Guaranteed Party to the Secured Creditors regardless of what liabilities of the Borrower or such other Guaranteed Party remain unpaid;

(g) consent to or waive any breach of, or any act, omission or default under, any of the Secured Hedging Agreements, the Credit Documents or any of the instruments or agreements referred to therein, or otherwise amend, modify or supplement (in accordance with their terms) any of the Secured Hedging Agreements, the Credit Documents or any of such other instruments or agreements;

(h) act or fail to act in any manner which may deprive such Guarantor of its right to subrogation against the Borrower or any other Guaranteed Party to recover full indemnity for any payments made pursuant to this Guaranty; and/or

(i) take any other action or omit to take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of such Guarantor from its liabilities under this Guaranty (including, without limitation, any action or omission whatsoever that might otherwise vary the risk of such Guarantor or constitute a legal

or equitable defense to or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against such Guarantor).

No invalidity, illegality, irregularity or unenforceability of all or any part of the Guaranteed Obligations, the Credit Documents or any other agreement or instrument relating to the Guaranteed Obligations or of any security or guarantee therefor shall affect, impair or be a defense to this Guaranty, and this Guaranty shall be primary, absolute and unconditional notwithstanding the occurrence of any event or the existence of any other circumstances which might constitute a legal or equitable discharge of a surety or guarantor except payment in full in cash of the Guaranteed Obligations or as otherwise provided under the terms of the Credit Agreement.

6. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of any Secured Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Creditor would otherwise have hereunder. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Creditor to any other or further action in any circumstances without notice or demand. It is not necessary for any Secured Creditor to inquire into the capacity or powers of the Borrower or any other Guaranteed Party or the officers, directors, partners or agents acting or purporting to act on its or their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

7. Any indebtedness of the Borrower or any other Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower or such other Guaranteed Party to the Secured Creditors, and such indebtedness of the Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent or the Collateral Agent, after the occurrence and during the continuance of an Event of Default, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Secured Creditors and be paid over to the Secured Creditors on account of the indebtedness of the Borrower or the other Guaranteed Parties to the Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guaranty. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Secured Creditors and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or, if the Credit Documents do

not provide for the application of such amount, to be held by the Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

8. (a) Each Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of acceptance of this Guaranty and notice of the existence, creation or incurrence of any new or additional liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, demand for performance, protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action by the Administrative Agent or any other Secured Creditor against, and any other notice to, any party liable thereon (including such Guarantor, any other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party) and each Guarantor further hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by any Secured Creditor upon this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in reliance upon this Guaranty. Each Guarantor hereby waives any defense it may now or hereafter assert in any way relating to any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Obligation or any Secured Creditor’s rights with respect thereto.

(b) Each Guarantor hereby waives any right (except as shall be required by applicable law and cannot be waived) to require the Secured Creditors to: (i) proceed against the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party; (ii) proceed against or exhaust any security held from the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party; or (iii) pursue any other remedy in the Secured Creditors’ power whatsoever. Each Guarantor waives any defense based on or arising out of any defense of the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party other than payment in full of the Guaranteed Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guaranteed Party other than payment in full of the Guaranteed Obligations. The Secured Creditors may, at their election, foreclose on any security held by the Administrative Agent, the Collateral Agent or the other Secured Creditors by one or more judicial or nonjudicial sales, or exercise any other right or remedy the Secured Creditors may have against the Borrower, any other Guaranteed Party or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. Each Guarantor waives any defense arising out of any such election by the Secured Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower, any other Guaranteed Party or any other party or any security.

existence, creation or incurring of new or additional indebtedness. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Guaranteed Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and agrees that the Secured Creditors shall have no duty to advise any Guarantor of information known to them regarding such circumstances or risks.

(d) Each Guarantor warrants and agrees that each of the waivers set forth above in this Section 8 is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by law.

9. (a) Notwithstanding anything to the contrary contained elsewhere in this Guaranty, the Secured Creditors agree (by their acceptance of the benefits of this Guaranty) that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the written instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least a majority of the outstanding Other Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or, after all the Credit Document Obligations have been paid in full, by the holders of at least a majority of the outstanding Other Obligations, as the case may be, for the benefit of the Secured Creditors upon the terms of this Guaranty. The Secured Creditors further agree that this Guaranty may not be enforced against any director, officer, employee, partner, member or stockholder of any Guarantor (except to the extent such partner, member or stockholder is also a Guarantor hereunder). It is understood and agreed that the agreement in this Section 9 is among and solely for the benefit of the Secured Creditors and that, if the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least a majority of the outstanding Other Obligations) so agree (without requiring the consent of any Guarantor), this Guaranty may be directly enforced by any Secured Creditor.

(b) The Administrative Agent will hold in accordance with this Guaranty all collateral at any time received under this Guaranty. It is expressly understood and agreed by each Secured Creditor that by accepting the benefits of this Guaranty each such Secured Creditor acknowledges and agrees that the obligations of the Administrative Agent as enforcer of this Guaranty and interests herein are only those expressly set forth in this Guaranty and in Section 12 of the Credit Agreement. The Administrative Agent shall act hereunder on the terms and conditions set forth herein and in Section 12 of the Credit Agreement.

10. In order to induce the Lenders to make Loans to, and issue Letters of Credit for the account of, the Borrower pursuant to the Credit Agreement, and in order to induce the Other Creditors to execute, deliver and perform the Secured Hedging Agreements to which they are or will be a party, each Guarantor represents, warrants and covenants that as of the date of each Credit Event:

(a) Such Guarantor (i) is a duly organized and validly existing corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) has the corporate or other applicable power and authority, as the case may be, to own its property and assets and to transact the business in which it is currently engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the conduct of its business as currently conducted requires such qualification, except for failures to be so qualified which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(b) Such Guarantor has the corporate or other applicable power and authority to execute, deliver and perform the terms and provisions of this Guaranty and each other Credit Document to which it is a party and has taken all necessary corporate or other applicable action to authorize the execution, delivery and performance by it of this Guaranty and each such other Credit Document. Such Guarantor has duly executed and delivered this Guaranty and each other Credit Document to which it is a party, and this Guaranty and each such other Credit Document constitutes the legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except to the extent that the enforceability hereof or thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

(c) Neither the execution, delivery or performance by such Guarantor of this Guaranty or any other Credit Document to which it is a party, nor compliance by it with the terms and provisions hereof and thereof, will (i) contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality, (ii) conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the material properties or assets of such Guarantor or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or credit agreement, or any other material agreement, contract or instrument, to which such Guarantor or any of its Subsidiaries is a party or by which it or any of its material property or assets is bound or to which it may be subject or (iii) violate any provision of the Certificate of Incorporation or By-Laws (or equivalent organizational documents), as the case maybe, of such Guarantor or any of its Subsidiaries.

(d) No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made or, in the case of any filings or recordings of the Security Documents (other than the Collateral Vessel Mortgages and the Secondary Collateral Vessel Mortgages), will be made within 10 days of the date such Security Document is required to be executed pursuant to the terms of the Credit Agreement, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of this Guaranty by such Guarantor or any other Credit Document to which such Guarantor is a party or (ii) the legality, validity, binding effect or enforceability of this Guaranty or any other Credit Document to which such Guarantor is a party.

(e) There are no actions, suits or proceedings pending or, to such Guarantor’s knowledge, threatened (i) with respect to this Guaranty or any other Credit Document to which such Guarantor is a party or (ii) with respect to such Guarantor or any of its Subsidiaries that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

11. Each Guarantor covenants and agrees that on and after the Restatement Effective Date and until the termination of the Total Commitments and all Secured Hedging Agreements entered into with respect to the Loans and until such time as no Notes remain outstanding and all Guaranteed Obligations have been paid in full (other than indemnities described in Section 13.01 of the Credit Agreement and analogous provisions in the Security Documents which are not then due and payable), such Guarantor will comply, and will cause each of its Subsidiaries to comply, with all of the applicable provisions, covenants and agreements contained in Sections 9 and 10 of the Credit Agreement, and will take, or will refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that it is not in violation of any provision, covenant or agreement contained in Section 9 or 10 of the Credit Agreement, and so that no Default or Event of Default is caused by the actions of such Guarantor or any of its Subsidiaries.

12. The Guarantors hereby jointly and severally agree to pay all reasonable out-of-pocket costs and expenses of (i) each Secured Creditor in connection with the enforcement of this Guaranty (including, without limitation, the reasonable fees and disbursements of counsel employed by the Administrative Agent) and (ii) the Administrative Agent in connection with any amendment, waiver or consent relating hereto (including, without limitation, the reasonable fees and disbursements of counsel employed by the Administrative Agent).

13. This Guaranty shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the Secured Creditors and their successors and assigns.

14. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated except with the written consent of each Guarantor directly affected thereby and with the written consent of (x) the Administrative Agent (or, to the extent required by Section 13.12 of the Credit Agreement, with the written consent of the Lenders) at all times prior to the time on which all Credit Document Obligations have been paid in full or (y) the holders of at least a majority of the outstanding Other Obligations at all times after the time on which all Credit Document Obligations have been paid in full; provided , that any change, waiver, modification or variance affecting the rights and benefits of a single Class (as defined below) of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall also require the written consent of the Requisite Creditors (as defined below) of such Class of Secured Creditors (it being understood that the addition or release of any Guarantor hereunder shall not constitute a change, waiver, discharge or termination affecting any Guarantor other than the Guarantor so added or released). For the purpose of this Guaranty, the term “ Class ” shall mean each class of Secured Creditors, i.e. , whether (x) the Lender Creditors as holders of the Credit Document Obligations or (y) the Other Creditors as the holders of the Other Obligations. For the purpose of this Guaranty, the term “ Requisite Creditors ” of any Class shall mean (x) with respect to the Credit Document Obligations, the Required Lenders (or, to the extent required by Section 13.12 of the Credit Agreement, each Lender) and (y) with respect to the Other

Obligations, the holders of at least a majority of all obligations outstanding from time to time under the Secured Hedging Agreements entered into with respect to the Loans (and/or the Commitments).

15. Each Guarantor acknowledges that an executed (or conformed) copy of each of the Credit Documents and each existing Secured Hedging Agreements has been made available to a senior officer of such Guarantor and such officer is familiar with the contents thereof.

16. In addition to any rights now or hereafter granted under applicable law (including, without limitation, Section 151 of the New York Debtor and Secured Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default (such term to mean and include any “ Event of Default ” as defined in the Credit Agreement and any payment default under any Secured Hedging Agreement continuing after any applicable grace period), each Secured Creditor is hereby authorized, at any time or from time to time, without notice to any Guarantor or to any other Person, any such notice being expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Secured Creditor to or for the credit or the account of such Guarantor, against and on account of the obligations and liabilities of such Guarantor to such Secured Creditor under this Guaranty, irrespective of whether or not such Secured Creditor shall have made any demand hereunder and although said obligations, liabilities, deposits or claims, or any of them, shall be contingent or unmatured.

17. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telexed, email or facsimile communication) and mailed, emailed, faxed or delivered: if to any Guarantor, at c/o General Maritime Corporation, as agent, 299 Park Avenue, New York, New York, 10171-0002, with copies to Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036, Attention Kenneth Chin, Esq., Telephone No.: (212) 715-9100, Telecopier No.: (212) 715-8000; if to any Secured Creditor, at its address specified opposite its name on Schedule II to the Credit Agreement; and if to the Administrative Agent, at its address specified opposite its name on Schedule II to the Credit Agreement; or, as to any other Credit Party, at such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each Secured Creditor, at such other address as shall be designated by such Secured Creditor in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, (i) when mailed, be effective three Business Days after being deposited in the mails, prepaid and properly addressed for delivery, (ii) when sent by overnight courier, be effective one Business Day after delivery to the overnight courier prepaid and properly addressed for delivery on such next Business Day, or (iii) when sent by telex, email or facsimile, be effective when sent by telex, email or facsimile, except that notices and communications to the Administrative Agent or any Guarantor shall not be effective until received by the Administrative Agent or such Guarantor, as the case may be.

payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including, without limitation, the Borrower or any other Guaranteed Party) then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation hereof or the cancellation of any Note, any Secured Hedging Agreement or any other instrument evidencing any liability of the Borrower or any other Guaranteed Party, and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

19. (a) THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN THE COLLATERAL VESSEL MORTGAGES AND SECONDARY COLLATERAL VESSEL MORTGAGES, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW). Any legal action or proceeding with respect to this Guaranty or any other Credit Document to which any Guarantor is a party may, in the case of any Secured Creditor, and shall, in the case of any Guarantor, be brought in the courts of the State of New York or of the United States of America for the Southern District of New York in each case which are located in the City of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Guarantor hereby further irrevocably waives (to the fullest extent permitted by applicable law) any claim that any such court lacks personal jurisdiction over such Guarantor, and agrees not to plead or claim in any legal action or proceeding with respect to this Guaranty or any other Credit Document to which such Guarantor is a party brought in any of the aforesaid courts that any such court lacks personal jurisdiction over such Guarantor. Each Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Guarantor at its address set forth in Section 17 hereof, such service to become effective 30 days after such mailing. Each Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable law) any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other Credit Document to which such Guarantor is a party that such service of process was in any way invalid or ineffective. Nothing herein shall affect the right of any of the Secured Creditors to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against each Guarantor in any other jurisdiction.

(b) Each Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable law) any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Guaranty or any other Credit Document to which such Guarantor is a party brought in the courts referred to in clause (a) above and hereby further irrevocably waives (to the fullest extent permitted by applicable law) and agrees not to plead or claim in any such court that such action or proceeding brought in any such court has been brought in an inconvenient forum.

(c) EACH GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

20. In the event that all of the capital stock or other equity interests of one or more Guarantors is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 10.02 of the Credit Agreement (or such sale, other disposition or liquidation has been approved in writing by the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement)) and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Guarantor shall upon consummation of such sale or other disposition (except to the extent that such sale or disposition is to the Parent or any Subsidiary thereof) be released from this Guaranty automatically and without further action and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock or other equity interests of any Guarantor shall be deemed to be a sale of such Guarantor for the purposes of this Section 20).

21. At any time a payment in respect of the Guaranteed Obligations is made under this Guaranty, the right of contribution of each Guarantor against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “ Relevant Payment ”) is made on the Guaranteed Obligations under this Guaranty. At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “ Aggregate Excess Amount ”), each such Guarantor shall have a right of contribution against each other Guarantor who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Guarantors in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “ Aggregate Deficit Amount ”) in an amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Guarantor and the denominator of which is the Aggregate Excess Amount of all Guarantors multiplied by (y) the Aggregate Deficit Amount of such other Guarantor. A Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such right until the Guaranteed Obligations have been irrevocably paid in full in cash, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of contribution arising pursuant to this Section 21 against any other Guarantor shall be expressly junior and subordinate to such other Guarantor’s obligations and liabilities in respect of the Guaranteed Obligations and any other obligations owing under this Guaranty. As used in this Section 21: (i) each Guarantor’s “ Contribution Percentage ” shall

mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all Guarantors; (ii) the “ Adjusted Net Worth ” of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “ Net Worth ” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including, without limitation, contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guaranty or any guaranteed obligations arising under any guaranty of the Senior Notes) on such date. Notwithstanding anything to the contrary contained above, any Guarantor that is released from this Guaranty pursuant to Section 20 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 21. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 21, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full in cash. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

22. Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

23. This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original (including if delivered by facsimile or electronic transmission), but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Guarantors and the Administrative Agent.

24. (a) All payments made by any Guarantor hereunder will be made without setoff, counterclaim or other defense, will be made in the currency or currencies in which the respective Guaranteed Obligations are then due and payable and will be made on the same basis as payments are made by the Borrower under Sections 5.03 and 5.04 of the Credit Agreement.

satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Collateral Agent or the respective other Secured Creditor of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Collateral Agent or such other Secured Creditor under this Guaranty or the other Credit Documents or any Secured Hedging Agreements, as applicable. If for the purpose of obtaining or enforcing judgment against any Guarantor in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “ Judgment Currency ”) an amount due in the Obligation Currency, the conversion shall be made, at the rate of exchange (quoted by the Administrative Agent, determined, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “ Judgment Currency Conversion Date ”).

(c) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Guarantors jointly and severally covenant and agree to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate or exchange prevailing on the Judgment Currency Conversion Date.

(d) For purposes of determining the relevant currency equivalent or any other rate of exchange for this Section 24, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

25. It is understood and agreed that any Subsidiary of the Borrower that is required to execute a counterpart of this Guaranty after the date hereof pursuant to the Credit Agreement shall automatically become a Guarantor hereunder by executing a counterpart hereof or a Joinder Agreement, in the form of Exhibit Q, and delivering the same to the Administrative Agent.

26. All monies collected by the Administrative Agent hereunder shall be applied in the manner provided in the Intercreditor Agreement and the Secondary Intercreditor Agreement.

* * *

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.

	ARLINGTON TANKERS LTD.


	By:
	Name:		John. C. Georgiopoulos
	Title:		Director


	VISION LTD.
	VICTORY LTD.
	COMPATRIOT LTD.
	COMPANION LTD.
	CONSUL LTD.


	By:
	Name:		John. C. Georgiopoulos
	Title:		Director

Signature Page to Subsidiary Guaranty

	GENERAL MARITIME MANAGEMENT
	(PORTUGAL) LLC
	GENERAL MARITIME MANAGEMENT LLC


	By:
	Name:		Milton H. Gonzales
	Title:		Manager

Signature Page to Subsidiary Guaranty

	GMR ALEXANDRA LLC
	GMR ARGUS LLC
	GMR DAPHNE LLC
	GMR ELEKTRA LLC
	GMR GEORGE T LLC
	GMR HOPE LLC
	GMR HORN LLC
	GMR ORION LLC
	GMR PHOENIX LLC
	GMR ST. NIKOLAS LLC
	GMR SPYRIDON LLC
	GMR ATLAS LLC
	GMR HERCULES LLC
	GMR MANIATE LLC
	GMR POSEIDON LLC
	GMR SPARTIATE LLC
	GMR ULYSSES LLC
	GMR ZEUS LLC
	GMR CHARTERING LLC
	GMR AGAMEMNON LLC
	GMR AJAX LLC
	GMR DEFIANCE LLC
	GMR HARRIET G LLC
	GMR KARA G LLC
	GMR MINOTAUR LLC
	GMR REVENGE LLC
	GMR STRENGTH LLC


	By:
	Name:		John C. Georgiopoulos
	Title:		Manager

Signature Page to Subsidiary Guaranty

		GENERAL MARITIME CREWING PTE. LTD., as
		Guarantor
The Common Seal of	)
General Maritime Crewing Pte. Ltd.	)
was hereunto affixed in accordance with	)
its Articles of Association	)



Name:
Director



Name:
Director

	GENERAL MARITIME MANAGEMENT
	(PORTUGAL) LIMITADA


	By:
	Name:		Milton H. Gonzales
	Title:		Manager

	GENERAL MARITIME CREWING PTE.
	LIMITED


	By:
	Name:		Gennadiy Liventsov
	Title:		Director

Accepted and Agreed to:
NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
as Administrative Agent


By:
	Name:
	Title:


By:
	Name:
	Title:

EXHIBIT F-1

SECOND AMENDED AND RESTATED PLEDGE AGREEMENT

SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “ Agreement ”), dated as of May 17, 2012, made by each of the undersigned pledgors (each a “ Pledgor ” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 25 hereof, the “ Pledgors ”) to NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as collateral agent (in such capacity, together with any successor collateral agent, the “ Pledgee ”), for the benefit of the Secured Creditors (as defined below).

WITNESSETH:

WHEREAS, General Maritime Subsidiary Corporation (the “ Borrower ”), General Maritime Corporation (the “ Parent ”), General Maritime Subsidiary II Corporation, as a guarantor (“ GMSCII ”), Arlington Tankers Ltd. (“ Arlington ”), as a guarantor, the various lenders from time to time party thereto (the “ Lenders ”), and Nordea Bank Finland plc, New York Branch, as Administrative Agent (in such capacity, together with any successor Administrative Agent, the “ Administrative Agent ”) and Collateral Agent, have entered into a Third Amended and Restated Credit Agreement, dated as of May 17, 2012 (as amended, modified, restated and/or supplemented from time to time, the “ Credit Agreement ”) (the Lenders, the Issuing Lender, the Administrative Agent and the Pledgee, in each of the aforementioned capacities, are herein called the “ Lender Creditors ”);

WHEREAS, the Pledgee and the pledgors party thereto from time to time entered into an Amended and Restated Pledge Agreement, dated as of May 6, 2011 (as amended, modified and/or supplemented, and including any joinders thereto, the “ Original Pledge Agreement ”), and hereby wish to amend and restate the Original Pledge Agreement in order to amend certain other provisions contained therein;

WHEREAS, pursuant to Section 1.2 hereof, each applicable Pledgor and the Pledgee are entering into a Control Agreement (as defined below) with the relevant deposit account bank simultaneously herewith;

WHEREAS, the Borrower has entered into the Interest Rate Protection Agreements set forth on Schedule V to the Credit Agreement or the Other Hedging Agreements set forth on Schedule V to the Credit Agreement with respect to the Borrower’s obligations under the Credit Agreement with respect to the outstanding Loans from time to time with one or more Lenders or any affiliate thereof (each such Lender or affiliate, even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with such Lender’s or affiliate’s successors and assigns, if any, collectively, the “ Swap Creditors ” and, together with the Lender Creditors, are herein called the “ Secured Creditors ”);

WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that each Pledgor shall have executed and delivered to the Pledgee this Agreement; and

WHEREAS, each Pledgor desires to enter into this Agreement in order to satisfy the condition described in the preceding paragraph;

NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby makes the following representations and warranties to the Pledgee for the benefit of the Secured Creditors and hereby covenants and agrees with the Pledgee for the benefit of the Secured Creditors as follows:

1. SECURITY FOR OBLIGATIONS; ESTABLISHMENT OF CONCENTRATION ACCOUNT.

1.1. Security . This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:

(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans and/or reimbursement under the Existing Letters of Credit), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “ Credit Document Obligations ”);

(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Swap Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement set forth on Schedule V to the Credit Agreement or Other Hedging Agreement set forth on Schedule V to the Credit Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans and the due performance and compliance by such Pledgor with all of the

terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “ Swap Obligations ”);

(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;

(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and

(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement;

all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “ Obligations ,” it being acknowledged and agreed that the “ Obligations ” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

1.2. Concentration Accounts . The relevant Pledgors have established the Concentration Accounts for purposes of this Agreement and the other relevant Credit Documents, which Concentration Accounts are maintained in its name with Nordea Bank Finland plc, Cayman Islands Branch (or such other deposit account bank as the Pledgee may agree in its sole discretion which has agreed to enter into a deposit account control agreement in form and substance reasonably acceptable to the Pledgee) located at 437 Madison Avenue, 21 st Floor, New York, New York 10022. Each relevant Pledgor, the applicable deposit account bank and the Pledgee are entering into a Control Agreement Regarding Deposit Accounts substantially in the form attached hereto as Annex H (the “ Control Agreement ”) simultaneously herewith, which provides that the Concentration Accounts shall be under the control of the Pledgee, as agent for the Secured Creditors, and the Pledgee shall have the right to direct withdrawals from the Concentration Accounts (after the occurrence and during the continuation of an Event of Default) and to exercise all rights with respect to all of the Earnings Collateral (as defined below) (after the occurrence and during the continuation of an Event of Default) from time to time deposited therein pursuant to the terms of this Agreement and the Control Agreement. All Earnings Collateral delivered to, or held by or on behalf of, the Pledgee pursuant to each of the Assignments of Earnings shall be held in the Concentration Accounts in accordance with the provisions thereof.

2. DEFINITIONS. (a) Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as therein defined. Reference to singular terms shall include the plural and vice versa.

(b) The following capitalized terms used herein shall have the definitions specified below:

“ Administrative Agent ” has the meaning set forth in the Recitals hereto.

“ Adverse Claim ” has the meaning given such term in Section 8-102(a)(1) of the UCC.

“ Agreement ” has the meaning set forth in the first paragraph hereof.

“ Arlington ” has the meaning set forth in the Recitals hereto.

“ Borrower ” has the meaning set forth in the Recitals hereto.

“ Certificated Security ” has the meaning given such term in Section 8-102(a)(4) of the UCC.

“ Clearing Corporation ” has the meaning given such term in Section 8-102(a)(5) of the UCC.

“ Collateral ” has the meaning set forth in Section 3.1 hereof.

“ Concentration Accounts ” shall mean, collectively, (i) the accounts set forth in Annex I attached hereto and any other account or accounts opened and maintained by a Pledgor (other than the Parent, the Borrower or Arlington) with Nordea Bank Finland plc, Cayman Islands Branch or Nordea Bank Finland plc, New York Branch at any time and (ii) any other account or accounts opened and maintained by a Pledgor (other than the Parent, the Borrower or Arlington) at any time if the aggregate amount of cash deposited in any account(s) opened and maintained by any Credit Party (other than the Pari Passu DACA Accounts, the Concentration Accounts described in clause (i) hereof and or any other account that is subject to a deposit account control agreement in favor of the Collateral Agent or the Other Agent) is equal to or greater than $5,000,000 at such time.

“ Control Agreement ” shall have the meaning provided in Section 1.2.

“ Credit Agreement ” has the meaning set forth in the Recitals hereto.

“ Credit Document Obligations ” has the meaning set forth in Section 1.1(i) hereof.

“ Earnings Collateral ” shall mean, collectively, all of the collateral granted, sold, conveyed, assigned, transferred, mortgaged and pledged pursuant to, and in accordance with, Section 1 of each Primary Assignment of Earnings (other than any such collateral deposited into any Pari Passu Collateral Account).

“ Event of Default ” means any Event of Default under, and as defined in, the Credit Agreement and any payment default under any Interest Rate Protection Agreement set forth on Schedule V to the Credit Agreement or Other Hedging Agreements set forth on Schedule V to the Credit Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, after any applicable grace period.

“ GMSCII ” has the meaning set forth in the Recitals hereto.

“ Indemnitees ” has the meaning set forth in Section 11 hereof.

“ Lender Creditors ” has the meaning set forth in the Recitals hereto.

“ Lenders ” has the meaning set forth in the Recitals hereto.

“ Limited Liability Company Assets ” means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interest in other limited liability companies), at any time owned or represented by any Limited Liability Company Interest.

“ Limited Liability Company Interests ” means the entire limited liability company membership interest at any time owned by any Pledgor in any limited liability company.

“ Obligations ” has the meaning set forth in Section 1.1 hereof.

“ Parent ” has the meaning set forth in the Recitals hereto.

“ Pari Passu DACA Accounts ” has the meaning given such term in the Pari Passu Pledge Agreement.

“ Partnership Assets ” means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

“ Partnership Interest ” shall mean the entire general partnership interest or limited partnership interest at any time owned by any Pledgor in any general partnership or limited partnership.

“ Person ” means any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

“ Pledgee ” has the meaning set forth in the first paragraph hereof.

“ Pledgor ” has the meaning set forth in the first paragraph hereof.

“ Proceeds ” has the meaning given such term in Section 9-102(64) of the UCC.

“ Required Secured Creditors ” means (i) at any time when any Credit Document Obligations are outstanding under the Credit Agreement, the Required Lenders (or, to the extent provided in Section 12.12 of the Credit Agreement, each of the Lenders or each of the directly affected Lenders), and (ii) at any time after all of the Credit Document Obligations have been paid in full in cash and if any Swap Obligations are outstanding, the holders of a majority of the Swap Obligations.

“ Secured Creditors ” has the meaning set forth in the Recitals hereto.

entered into with any Swap Creditors entered into in respect of the Borrower’s obligations with respect to the outstanding Loans.

“ Securities Act ” means the Securities Act of 1933, as amended, as in effect from time to time.

“ Security ” and “ Securities ” has the meaning given such term in Section 8-102(a)(15) of the UCC and shall in any event also include all Stock.

“ Security Entitlement ” has the meaning given such term in Section 8-102(a)(17) of the UCC.

“ Stock ” means all of the issued and outstanding shares of capital stock of any corporation at any time owned by any Pledgor.

“ Subsidiary ” means, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time.

“ Subsidiary Guarantor ” means, at any time, each direct and indirect Subsidiary of the Parent (other than the Borrower, GMSCII and Arlington) which owns a Collateral Vessel or which owns, directly or indirectly, any of the Equity Interests of any such direct or indirect Subsidiary at any time.

“ Swap Creditors ” has the meaning set forth in the Recitals hereto.

“ Swap Obligations ” has the meaning set forth in Section 1.1(ii) hereof.

“ Termination Date ” has the meaning set forth in Section 20 hereof.

“ UCC ” means the Uniform Commercial Code as in effect in the State of New York from time to time; provided that all references herein to specific sections or subsections of the UCC are references to such sections or subsections, as the case may be, of the Uniform Commercial Code as in effect in the State of New York on the date hereof.

“ Uncertificated Security ” has the meaning given such term in Section 8-102(a)(18) of the UCC.

“ Vessel Subsidiary Guarantor ” means, at any time, any Subsidiary Guarantor that owns (x) a Primary Collateral Vessel or (y) any interests, directly or indirectly, in a Subsidiary Guarantor which owns a Primary Collateral Vessel at such time.

3. PLEDGE OF STOCK, ACCOUNTS, ETC.

3.1 Pledge . To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “ Collateral ”):

(a) the Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings from time to time evidencing the Concentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;

(b) all Stock of the Borrower, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of the Borrower, Arlington or any such Vessel Subsidiary Guarantor;

(c) all Limited Liability Company Interests in the Borrower, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:

(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;

(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;

(C) all of such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;

(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;

(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and

(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;

(d) all Partnership Interests in the Borrower, Arlington or a Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:

(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;

(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;

(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;

(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;

operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and

(e) all Proceeds of any and all of the foregoing.

3.2. Procedures . (a) To the extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of any action by such Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (to the extent provided below) take, or, in the case of Section 3.2(a)(v), authorize the Pledgee to take, the following actions as set forth below (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors:

(i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), such Pledgor shall deliver such Certificated Security to the Pledgee with powers executed in blank;

(ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), such Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an issuer that is not a Subsidiary of such Pledgor, will use reasonable efforts to cause such issuer) to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex G hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction;

rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC). Such Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary to effect the foregoing;

(iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; and

(v) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof which are not released to such Pledgor in accordance with Section 6 hereof, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and at any time any Default or Event of Default is in existence and continuing no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee) and (ii) deposit of such cash in such cash account.

(b) In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, each Pledgor shall take the following additional actions with respect to the Collateral:

(i) with respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “ control ” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “ control ” of such Collateral is obtained and at all times held by the Pledgee; and

(ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant states, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Collateral which is perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant states, including, without limitation, Section 9-312(a) of the UCC).

executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time.

3.4. Transfer Taxes . Each pledge of Collateral under Section 3.1 or Section 3.3 hereof shall be accompanied by any transfer tax stamps required in connection with the pledge of such Collateral.

3.5. Certain Representations and Warranties Regarding the Collateral . Each Pledgor represents and warrants that on the date hereof: (i) the jurisdiction of organization of such Pledgor, and such Pledgor’s organizational identification number, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting the Borrower, Arlington or a Vessel Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of the Borrower, Arlington or any Vessel Subsidiary Guarantor held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of the respective Borrower, Arlington or Vessel Subsidiary Guarantors as is set forth in Annex C hereto; (v) the Limited Liability Company Interests in any and all of the Borrower, Arlington or any Vessel Subsidiary Guarantors held by such Pledgor consist of the number and type of interests of the Borrower, Arlington or the respective Vessel Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the Borrower, Arlington or the respective Vessel Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all of the Borrower, Arlington or any Vessel Subsidiary Guarantors that consist of the number and type of interests of the respective Borrower, Arlington or Vessel Subsidiary Guarantors described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes B through E hereto; and (xi) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests of, in each case, the Borrower, Arlington or any Vessel Subsidiary Guarantor.

4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. If and to the extent necessary to enable the Pledgee to perfect its security interest in any of the Collateral or to exercise any of its remedies hereunder, the Pledgee shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of the Collateral, which may be held (in the discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or assigned in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or a sub-agent appointed by the Pledgee.

reasonably be expected to have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateral unless expressly permitted by the terms of the Secured Debt Agreements. All such rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing, and Section 7 hereof shall become applicable.

(i) all other or additional stock, notes, limited liability company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash dividends other than as set forth above in the first sentence of this Section 6) paid or distributed by way of dividend or otherwise in respect of the Collateral;

(ii) all other or additional stock, notes, limited liability company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash) paid or distributed in respect of the Collateral by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and

(iii) all other or additional stock, notes, limited liability company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash) which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate or other reorganization.

All dividends, distributions or other payments which are received by any Pledgor contrary to the provisions of this Section 6 and Section 7 hereof shall be received in trust for the benefit of the Pledgee, shall be segregated from other property or funds of such Pledgor and shall be forthwith paid over and/or delivered to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).

7. REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable:

(i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors;

(ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees;

(iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers (to the extent permitted by law) and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);

(iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor (to the extent permitted by law)), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and

(v) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Concentration Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

8. REMEDIES, ETC., CUMULATIVE. Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or any other Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Pledgee or any other Secured Creditor to any other or further action in any circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the Pledgee, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least a majority of the outstanding Swap Obligations) and that no other Secured

Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Pledgee for the benefit of the Secured Creditors upon the terms of this Agreement.

9. APPLICATION OF PROCEEDS. (a) All monies collected by the Pledgee upon any sale or other disposition of the Collateral of each Pledgor, together with all other monies received by the Pledgee hereunder (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall be applied to the payment of the Obligations as follows:

(i) first , to the payment of all amounts owing the Pledgee of the type described in clauses (iii) and (iv) of Section 1.1;

(ii) second , to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) constituting Credit Document Obligations (other than any Credit Document Obligations in respect of the Tranche B Loans) shall be paid to the Lenders as provided in Section 9(d) hereof, with each Lender receiving an amount equal to such outstanding Primary Obligations constituting Credit Document Obligations (other than any Credit Document Obligations in respect of the Tranche B Loans) or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Credit Document Obligations (other than any Credit Document Obligations in respect of the Tranche B Loans), its Pro Rata Share (as defined below) of the amount remaining to be distributed;

(iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations constituting Swap Obligations and Credit Document Obligations in respect of the Tranche B Loans shall be paid to the Swap Creditors and the applicable Lender Creditors, respectively, as provided in Section 9(d) hereof, with each Swap Creditor and each applicable Lender Creditor receiving an amount equal to such outstanding Primary Obligations constituting Swap Obligations and Credit Document Obligations in respect of the Tranche B Loans or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Swap Obligations and Credit Document Obligations in respect of the Tranche B Loans, its Pro Rata Share of the amount remaining to be distributed;

(iv) fourth , to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and

(v) fifth , to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and following the termination of this Agreement pursuant to Section 20 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus.

(b) For purposes of this Agreement, (x) “ Pro Rata Share ” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “ Primary Obligations ” shall mean (i) in the case of the Credit Document Obligations, all principal of, and interest on, all Loans and all fees, costs and expenses incurred under the Credit Agreement with respect thereto and (ii) in the case of the Swap Obligations, all amounts due under the Interest Rate Protection Agreements set forth on Schedule V to the Credit Agreement or Other Hedging Agreements set forth on Schedule V to the Credit Agreement (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “ Secondary Obligations ” shall mean all Obligations other than Primary Obligations.

(c) When payments to Secured Creditors are based upon their respective Pro Rata Shares, the amounts received by such Secured Creditors hereunder shall be applied (for purposes of making determinations under this Section 9 only) (i) first, to their Primary Obligations and (ii) second, to their Secondary Obligations. If any payment to any Secured Creditor of its Pro Rata Share of any distribution would result in overpayment to such Secured Creditor, such excess amount shall instead be distributed in respect of the unpaid Primary Obligations or Secondary Obligations, as the case may be, of the other Secured Creditors, with each Secured Creditor whose Primary Obligations or Secondary Obligations, as the case may be, have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of such Secured Creditor and the denominator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of all Secured Creditors entitled to such distribution.

(d) All payments required to be made hereunder shall be made (x) if to the Lender Creditors, to the Administrative Agent under the Credit Agreement for the account of the Lender Creditors, and (y) if to the Swap Creditors, to the trustee, paying agent or other similar representative (each a “ Representative ”) for the Swap Creditors or, in the absence of such a Representative, directly to the Swap Creditors.

(e) For purposes of applying payments received in accordance with this Section 9, the Pledgee shall be entitled to rely upon (i) the Administrative Agent under the Credit Agreement and (ii) the Representative for the Swap Creditors or, in the absence of such a Representative, upon the Swap Creditors for a determination (which the Administrative Agent, each Representative for any Swap Creditors and the Secured Creditors agree (or shall agree) to provide upon request of the Pledgee) of the outstanding Primary Obligations and Secondary Obligations owed to the Lender Creditors or the Swap Creditors, as the case may be. Unless it has actual knowledge (including by way of written notice from a Lender Creditor or an Swap Creditor) to the contrary, the Administrative Agent and each Representative, in furnishing information pursuant to the preceding sentence, and the Pledgee, in acting hereunder, shall be entitled to assume that no Secondary Obligations are outstanding. Unless it has actual knowledge (including by way of written notice from an Swap Creditor) to the contrary, the Pledgee, in acting hereunder, shall be entitled to assume that no Interest Rate Protection Agreements or Other Hedging Agreements are in existence.

(f) It is understood and agreed that each Pledgor shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral pledged by it hereunder and the aggregate amount of the Obligations of such Pledgor.

10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the Pledgee hereunder (whether by virtue of the power of sale herein granted, pursuant to judicial process or otherwise), the receipt of the Pledgee or the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Pledgee or such officer or be answerable in any way for the misapplication or nonapplication thereof.

11. INDEMNITY. Each Pledgor jointly and severally agrees (i) to indemnify and hold harmless the Pledgee and each other Secured Creditor and their respective successors, assigns, employees, agents and affiliates (individually an “ Indemnitee ,” and collectively the “ Indemnitees ”) from and against any and all claims, demands, losses, judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, including reasonable attorneys’ fees, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, demands, losses, judgments and liabilities or expenses to the extent incurred by reason of gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

12. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER. (a) Nothing herein shall be construed to make the Pledgee or any other Secured Creditor liable as a member of any limited liability company or as a partner of any partnership and neither the Pledgee nor any other Secured Creditor by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or partnership. The parties hereto expressly agree that, unless the Pledgee shall become the absolute owner of Collateral consisting of a Limited Liability Company Interest or Partnership Interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Pledgee, any other Secured Creditor, any Pledgor and/or any other Person.

(b) Except as provided in the last sentence of paragraph (a) of this Section 12, the Pledgee, by accepting this Agreement, did not intend to become a member of any limited liability company or a partner of any partnership or otherwise be deemed to be a co-venturer with respect to any Pledgor, any limited liability company, partnership and/or any other Person either before or after an Event of Default shall have occurred. The Pledgee shall have only those powers set forth herein and the Secured Creditors shall assume none of the duties, obligations or liabilities of a member of

any limited liability company or as a partner of any partnership or any Pledgor except as provided in the last sentence of paragraph (a) of this Section 12.

(c) The Pledgee and the other Secured Creditors shall not be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge hereby effected.

(d) The acceptance by the Pledgee of this Agreement, with all the rights, powers, privileges and authority so created, shall not at any time or in any event obligate the Pledgee or any other Secured Creditor to appear in or defend any action or proceeding relating to the Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expenses or perform or discharge any obligation, duty or liability under the Collateral.

13. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor agrees that it will join with the Pledgee in executing (to the extent applicable) and, at such Pledgor’s own expense, file and refile under the Uniform Commercial Code or other applicable law such financing statements, continuation statements and other documents in such offices as the Pledgee may reasonably require and wherever required by law in order to perfect and preserve the Pledgee’s security interest in the Collateral and hereby authorizes the Pledgee to file financing statements (including, without limitation, ‘all assets’ financing statements) and amendments thereto relative to all or any part of the Collateral without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder.

(b) Each Pledgor hereby appoints the Pledgee such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, to act from time to time solely after the occurrence and during the continuance of an Event of Default in the Pledgee’s reasonable discretion to take any action and to execute any instrument which the Pledgee may deem reasonably necessary or advisable to accomplish the purposes of this Agreement.

14. THE PLEDGEE AS AGENT. The Pledgee will hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed by each Secured Creditor that by accepting the benefits of this Agreement each such Secured Creditor acknowledges and agrees that the obligations of the Pledgee as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement, in the Intercreditor Agreement, and in Section 11 of the Credit Agreement. The Pledgee shall act hereunder on the terms and conditions set forth herein, in Section 11 of the Credit Agreement and in the Intercreditor Agreement.

15. TRANSFER BY THE PLEDGORS. No Pledgor will sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral or any interest therein (except as may be permitted in accordance with the terms of the Secured Debt Agreements).

16. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents, warrants and covenants that:

(i) it is the legal, beneficial and record owner of, and has good and marketable title to, all Collateral pledged by such Pledgor hereunder and that it has sufficient interest in all Collateral pledged by such Pledgor hereunder in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement and Permitted Liens);

(ii) it has the corporate, limited partnership or limited liability company power and authority, as the case may be, to pledge all the Collateral pledged by it pursuant to this Agreement;

(iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

(iv) except to the extent already obtained or made, or, in the case of any filings or recordings of the Security Documents (other than the Collateral Vessel Mortgages) executed on or before the Restatement Effective Date, to be made within 10 days of the Restatement Effective Date, no consent of any other party (including, without limitation, any stockholder, partner, member or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (a) the execution, delivery or performance by such Pledgor of this Agreement, (b) the legality, validity, binding effect or enforceability of this Agreement, (c) the perfection or enforceability of the Pledgee’s security interest in the Collateral pledged by such Pledgor hereunder or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided herein;

(v) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, U.S. or non-U.S., applicable to such Pledgor, or of the certificate or articles of incorporation, certificate of formation, operating agreement, limited liability company agreement, partnership agreement or by-laws of such Pledgor, as applicable, or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the

assets of such Pledgor or any of its Subsidiaries which are Credit Parties, except as contemplated by this Agreement or the Credit Agreement;

(vi) all of the Collateral has been duly and validly issued and acquired, is fully paid and non-assessable (if applicable) and is subject to no options to purchase or similar rights;

(vii) the pledge and collateral assignment to, and possession by, the Pledgee of the Collateral pledged by such Pledgor hereunder consisting of Certificated Securities pursuant to this Agreement creates a valid and perfected first priority security interest in such Certificated Securities, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of such Pledgor which would include the Certificated Securities, except for Permitted Liens, and the Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to perfect security interests in respect of such Collateral; and;

(viii) “ control ” (as defined in Section 8-106 of the UCC) has been obtained by the Pledgee over all Collateral pledged by such Pledgor hereunder consisting of Stock with respect to which such “ control ” may be obtained pursuant to Section 8-106 of the UCC, and “ control ” (as defined in Section 9-104 of the UCC) has been obtained by the Pledgee over all Concentration Accounts with respect to which such “ control ” may be obtained pursuant to Section 9-104 of the UCC.

(b) Each Pledgor covenants and agrees that it will defend the Pledgee’s right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons whomsoever (other than as provided in the Credit Agreement); and each Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the Secured Creditors.

clear details of such new jurisdiction of organization or new location, as the case may be, and providing such other information in connection therewith as the Pledgee may reasonably request, and (ii) with respect to such new jurisdiction of organization or new location, as the case may be, it shall have taken all action, reasonably satisfactory to the Pledgee (and, to the extent applicable, in accordance with Section 3.2 hereof), to maintain the security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. Promptly after establishing a new jurisdiction of organization or new location for such chief executive offices in accordance with the immediately preceding sentence, the respective Pledgor shall deliver to the Pledgee a supplement to Annex A hereto or Annex F hereto, as the case may be, so as to cause such Annex A or Annex F , as the case may be, to be complete and accurate.

18. PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (i) any renewal, extension, amendment or modification of or addition or supplement to or deletion from any Secured Debt Agreement or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof; (ii) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument including, without limitation, this Agreement; (iii) any furnishing of any additional security to the Pledgee or its assignee or any acceptance thereof or any release of any security by the Pledgee or its assignee; (iv) any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement or any term thereof; or (v) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Pledgor or any Subsidiary of any Pledgor, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not such Pledgor shall have notice or knowledge of any of the foregoing (it being understood and agreed that the enforcement hereof may be limited by applicable bankruptcy, insolvency, restructuring, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles).

19. REGISTRATION, ETC. If at any time when the Pledgee shall determine to exercise its right to sell all or any part of the Collateral consisting of Stock, Limited Liability Company Interests or Partnership Interests pursuant to Section 7 hereof, and the Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, the Pledgee may, in its sole and absolute discretion, sell such Collateral, as the case may be, or part thereof by private sale in such manner and under such circumstances as the Pledgee may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Pledgee, in its sole and absolute discretion (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In the event of any such sale, the Pledgee shall incur no responsibility or liability for selling all or any part of the Collateral at a price which the Pledgee, in its sole and absolute discretion, in good faith deems reasonable under

the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registration as aforesaid.

20. TERMINATION; RELEASE. (a) After the Termination Date, this Agreement and the security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement or any other Credit Document, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “ Termination Date ” shall mean the date upon which the Loans under the Credit Agreement have been paid in full and all Swap Obligations have been satisfied in full, no Note under the Credit Agreement is outstanding, all Existing Letters of Credit under the Credit Agreement have been terminated and all other Obligations then due and payable have been paid in full.

(b) In the event that any part of the Collateral is sold in connection with a sale permitted by the Secured Debt Agreements (other than a sale to any Pledgor or any Subsidiary thereof) or is otherwise released with the consent of the Required Secured Creditors and the proceeds of such sale or sales or from such release are applied in accordance with the provisions of the Credit Agreement, to the extent required to be so applied, the Pledgee, at the request and expense of the respective Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral (and releases therefor) as is then being (or has been) so sold or released and has not theretofore been released pursuant to this Agreement.

(c) At any time that a Pledgor desires to close a Concentration Account, it shall, with the consent of the Pledgee, redirect the contents of such Concentration Account to such other Concentration Account as the Pledgee shall specify to such Pledgor, and all future deposits shall be required to be made in such specified Concentration Account.

(d) At any time that a Pledgor desires that the Pledgee assign, transfer and deliver Collateral (and releases therefor) as provided in Section 20(a) or (b) hereof, it shall deliver to the Pledgee a certificate signed by a principal executive officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to such Section 20(a) or (b).

(e) The Pledgee shall have no liability whatsoever to any other Secured Creditor as a result of any release of Collateral by it in accordance with this Section 20.

San Francisco, California 94104, Attention: Samantha Good, Telephone No.: (415) 439-1914, Facsimile No.: (415) 439-1500, Email: samantha.good@kirkland.com; if to any Lender Creditor, at its address specified opposite its name on Schedule II to the Credit Agreement; and if to the Pledgee, at its Notice Office; and, as to each Swap Creditor, at such other address as shall be designated by such Secured Creditor in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, (i) when mailed, be effective three Business Days after being deposited in the mails, prepaid and properly addressed for delivery, (ii) when sent by overnight courier, be effective one Business Day after delivery to the overnight courier prepaid and properly addressed for delivery on such next Business Day, or (iii) when sent by telex, email or telecopier, be effective when sent by telex, email or telecopier, except that notices and communications to the Pledgee or any Pledgor shall not be effective until received by the Pledgee or such Pledgor, as the case may be.

22. WAIVER; AMENDMENT. None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever except in writing duly signed by each Pledgor directly affected thereby and the Pledgee (with the written consent of the Required Secured Creditors); provided , that any change, waiver, modification or variance affecting the rights and benefits of a single Class (as defined below) of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall also require the written consent of the Requisite Creditors (as defined below) of such affected Class. For the purpose of this Agreement, the term “ Class ” shall mean each class of Secured Creditors, i.e. , whether (i) the Lender Creditors as holders of the Credit Document Obligations or (ii) the Swap Creditors as the holders of the Swap Obligations. For the purpose of this Agreement, the term “ Requisite Creditors ” of any Class shall mean each of (i) with respect to the Credit Document Obligations, the Required Lenders and (ii) with respect to the Swap Obligations, the holders of at least a majority of all obligations outstanding from time to time under the Interest Rate Protection Agreements set forth on Schedule V to the Credit Agreement or Other Hedging Agreements set forth on Schedule V to the Credit Agreement with respect to outstanding Loans from time to time.

23. MISCELLANEOUS. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and its successors and assigns, provided that no Pledgor may assign any of its rights or obligations under this Agreement except in accordance with the terms of the Secured Debt Agreements. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The headings in this Agreement are for purposes of reference only and shall not limit or define the meaning hereof. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. In the event that any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all parties hereto.

24. RECOURSE. This Agreement is made with full recourse to the Pledgors and pursuant to and upon all the representations, warranties, covenants and agreements on the part of the Pledgors contained herein and in the other Secured Debt Agreements and otherwise in writing in connection herewith or therewith.

25. ADDITIONAL PLEDGORS. It is understood and agreed that any Subsidiary of the Parent that is required to become a party to this Agreement after the date hereof pursuant to the requirements of the Credit Agreement shall automatically become a Pledgor hereunder by (x) executing a counterpart hereof and/or a Subsidiary assumption agreement, in each case in form and substance satisfactory to the Pledgee, (y) delivering supplements to Annexes A through and including Annex F and Annex I hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Pledgor on such date and (z) taking all actions as specified in Section 3 of this Agreement as would have been taken by such Pledgor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Pledgee and with all actions required to be taken above to be taken to the reasonable satisfaction of the Pledgee.

26. RELEASE OF GUARANTORS. In the event any Pledgor is released from its obligations pursuant to the Guaranty, such Pledgor (so long as not the Borrower) shall be released from this Agreement and this Agreement shall, as to such Pledgor only, have no further force or effect.

* * *

IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused this Agreement to be executed by their duly elected officers duly authorized as of the date first above written.

	GENERAL MARITIME SUBSIDIARY CORPORATION,
	as a Pledgor

	By:
		Name:
		Title:


	ARLINGTON TANKERS LTD.,
	as a Pledgor


	By:
		Name:
		Title:


	GENERAL MARITIME CORPORATION
	as a Pledgor

	By:
		Name:
		Title:

Signature Page to Second Amended and Restated Pledge Agreement ($508M)

	GMR ORION LLC,
	GMR SPYRIDON LLC,
	GMR ARGUS LLC,
	GMR HORN LLC,
	GMR HOPE LLC,
	GMR PHOENIX LLC,
	GMR HARRIET G LLC,
	GMR KARA G. LLC,
	GMR GEORGE T LLC,
	GMR ST. NIKOLAS LLC,
	GMR STRENGTH LLC,
	GMR DEFIANCE LLC,
	GMR AJAX LLC,
	GMR MINOTAUR LLC,
	GMR AGAMEMNON LLC,
	GMR DAPHNE LLC,
	GMR ELEKTRA LLC,
	as Pledgors


	By:
		Name:
		Title:


	VICTORY LTD.,
	COMPANION LTD.,
	COMPATRIOT LTD.,
	CONSUL LTD.,
	VISION LTD.,
	as Pledgors


	By:
		Name:
		Title:

Signature Page to Second Amended and Restated Pledge Agreement ($508M)

Accepted and Agreed to:

NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Pledgee


By:
	Name:
	Title:

By:
	Name:
	Title:

Signature Page to Second Amended and Restated Pledge Agreement ($508M Credit Facility)

ANNEX A

PLEDGE AGREEMENT

EXACT LEGAL NAME OF EACH PLEDGOR AND JURISDICTION OF ORGANIZATION

Name of Pledgor	Jurisdiction of Organization	Organizational ID Number
General Maritime Corporation	Republic of the Marshall Islands	N/A
General Maritime Subsidiary Corporation	Republic of the Marshall Islands	N/A
GMR Argus LLC	Republic of the Marshall Islands	N/A
GMR Daphne LLC	Republic of the Marshall Islands	N/A
GMR Elektra LLC	Republic of the Marshall Islands	N/A
GMR George T LLC	Republic of the Marshall Islands	N/A
GMR Hope LLC	Republic of the Marshall Islands	N/A
GMR Horn LLC	Republic of the Marshall Islands	N/A
GMR Orion LLC	Republic of the Marshall Islands	N/A
GMR Phoenix LLC	Republic of the Marshall Islands	N/A
GMR St. Nikolas LLC	Republic of the Marshall Islands	N/A
GMR Spyridon LLC	Republic of the Marshall Islands	N/A
GMR Agamemnon LLC	Republic of Liberia	N/A
GMR Ajax LLC	Republic of Liberia	N/A
GMR Defiance LLC	Republic of Liberia	N/A
GMR Harriet G LLC	Republic of Liberia	N/A
GMR Kara G LLC	Republic of Liberia	N/A
GMR Minotaur LLC	Republic of Liberia	N/A
GMR Strength LLC	Republic of Liberia	N/A
Arlington Tankers Ltd.	Islands of Bermuda	N/A
Vision Ltd.	Islands of Bermuda	N/A
Victory Ltd.	Islands of Bermuda	N/A
Companion Ltd.	Islands of Bermuda	N/A
Compatriot Ltd.	Islands of Bermuda	N/A
Consul Ltd.	Islands of Bermuda	N/A

ANNEX B

PLEDGE AGREEMENT

LIST OF SUBSIDIARIES

Pledgor		Subsidiaries
I. General Maritime Corporation		General Maritime Subsidiary Corporation
		Arlington Tankers Ltd.
II. General Maritime Subsidiary Corporation		GMR Argus LLC
		GMR Daphne LLC
		GMR Elektra LLC
		GMR George T LLC
		GMR Hope LLC
		GMR Horn LLC
		GMR Orion LLC
		GMR Phoenix LLC
		GMR St. Nikolas LLC
		GMR Spyridon LLC
		GMR Agamemnon LLC
		GMR Ajax LLC
		GMR Defiance LLC
		GMR Harriet G LLC
		GMR Kara G LLC
		GMR Minotaur LLC
		GMR Strength LLC
III. Arlington Tankers Ltd.		Vision Ltd.
		Victory Ltd.
		Companion Ltd.
		Compatriot Ltd.
		Consul Ltd.
IV. All Other Pledgors		None

ANNEX C

PLEDGE AGREEMENT

LIST OF STOCK

Name of Subsidiary		Percent (%) Ownership
General Maritime Subsidiary Corporation		100% by General Maritime Corporation
Arlington Tankers Ltd.		100% by General Maritime Corporation
Vision Ltd.		100% by Arlington Tankers Ltd.
Victory Ltd.		100% by Arlington Tankers Ltd.
Companion Ltd.		100% by Arlington Tankers Ltd.
Compatriot Ltd.		100% by Arlington Tankers Ltd.
Consul Ltd.		100% by Arlington Tankers Ltd.

ANNEX D

PLEDGE AGREEMENT

LIST OF LIMITED LIABILITY COMPANY INTERESTS

Name of Limited Liability Company	Type of Interest	Percentage Owned		Sub-clause of Section 3.2(a) of First Priority Pledge Agreement
GMR Argus LLC	Limited liability company interest	100	%	(i)
GMR Daphne LLC	Limited liability company interest	100	%	(i)
GMR Elektra LLC	Limited liability company interest	100	%	(i)
GMR George T LLC	Limited liability company interest	100	%	(i)
GMR Hope LLC	Limited liability company interest	100	%	(i)
GMR Horn LLC	Limited liability company interest	100	%	(i)
GMR Orion LLC	Limited liability company interest	100	%	(i)
GMR Phoenix LLC	Limited liability company interest	100	%	(i)
GMR St. Nikolas LLC	Limited liability company interest	100	%	(i)
GMR Spyridon LLC	Limited liability company interest	100	%	(i)
GMR Agamemnon LLC	Limited liability company interest	100	%	(i)
GMR Ajax LLC	Limited liability company interest	100	%	(i)
GMR Defiance LLC	Limited liability company interest	100	%	(i)
GMR Harriet G LLC	Limited liability company interest	100	%	(i)
GMR Kara G LLC	Limited liability company interest	100	%	(i)
GMR Minotaur LLC	Limited liability company interest	100	%	(i)
GMR Strength LLC	Limited liability company interest	100	%	(i)

ANNEX E

PLEDGE AGREEMENT

LIST OF PARTNERSHIP INTERESTS

None.

ANNEX F

PLEDGE AGREEMENT

LIST OF CHIEF EXECUTIVE OFFICES

Name of Pledgor		Address
General Maritime Corporation		299 Park Avenue
		New York, NY 10171-0002
General Maritime Subsidiary Corporation		299 Park Avenue
		New York, NY 10171-0002
GMR Argus LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Daphne LCC		299 Park Avenue
		New York, NY 10171-0002
GMR Elektra LLC		299 Park Avenue
		New York, NY 10171-0002
GMR George T LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Hope LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Horn LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Orion LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Phoenix LLC		299 Park Avenue
		New York, NY 10171-0002
GMR St. Nikolas LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Spyridon LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Agamemnon LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Ajax LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Defiance LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Harriet G LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Kara G LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Minotaur LLC		299 Park Avenue
		New York, NY 10171-0002
GMR Strength LLC		299 Park Avenue
		New York, NY 10171-0002
Arlington Tankers Ltd.		299 Park Avenue
		New York, NY 10171-0002

Name of Pledge		Address

Vision Ltd.		299 Park Avenue
		New York, NY 10171-0002
Victory Ltd.		299 Park Avenue
		New York, NY 10171-0002
Companion Ltd.		299 Park Avenue
		New York, NY 10171-0002
Compatriot Ltd.		299 Park Avenue
		New York, NY 10171-0002
Consul Ltd.		299 Park Avenue
		New York, NY 10171-0002

ANNEX G

PLEDGE AGREEMENT

Form of Agreement Regarding Uncertificated Securities, Limited Liability Company Interests and Partnership Interests

AGREEMENT (as amended, modified or supplemented from time to time, this “ Agreement ”), dated as of , , among the undersigned pledgor (the “ Pledgor ”), Nordea Bank Finland plc, New York Branch, not in its individual capacity but solely as collateral agent (the “ Pledgee ”), and , as the issuer of the Uncertificated Securities, Limited Liability Company Interests and/or Partnership Interests (each as defined below) (the “ Issuer ”).

W I T N E S S E T H :

WHEREAS, the Pledgor, certain of its affiliates and the Pledgee have entered into a Second Amended and Restated Pledge Agreement, dated as of May 17, 2012 (as amended, amended and restated, modified or supplemented from time to time, the “ Pledge Agreement ”), under which, among other things, in order to secure the payment of the Obligations (as defined in the Pledge Agreement), the Pledgor will pledge to the Pledgee for the benefit of the Secured Creditors (as defined in the Pledge Agreement), and grant a first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest of the Pledgor in and to any and all (1) “ uncertificated securities ” (as defined in Section 8-102(a)(18) of the Uniform Commercial Code, as adopted in the State of New York) (“ Uncertificated Securities ”), (2) Partnership Interests (as defined in the Pledge Agreement) and (3) Limited Liability Company Interests (as defined in the Pledge Agreement), in each case issued from time to time by the Issuer, whether now existing or hereafter from time to time acquired by the Pledgor (with all of such Uncertificated Securities, Partnership Interests and Limited Liability Company Interests being herein collectively called the “ Issuer Pledged Interests ”); and

WHEREAS, the Pledgor desires the Issuer to enter into this Agreement in order to protect the security interest of the Pledgee under the Pledge Agreement in the Issuer Pledged Interests, to vest in the Pledgee control of the Issuer Pledge Interests and to provide for the rights of the parties under this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. The Pledgor hereby irrevocably authorizes and directs the Issuer, and the Issuer hereby agrees, to comply with any and all instructions and orders originated by the Pledgee (and its successors and assigns) regarding any and all of the Issuer Pledged Interests without the further consent by the registered owner (including the Pledgor), and, after receiving a notice from the Pledgee stating that an “ Event of Default ” has occurred and is continuing, not to comply with any instructions or orders regarding any or all of the Issuer Pledged Interests

originated by any person or entity other than the Pledgee (and its successors and assigns) or a court of competent jurisdiction.

2. The Issuer hereby certifies that (i) no notice of any security interest, lien or other encumbrance or claim affecting the Issuer Pledged Interests (other than the security interest of the Pledgee and any other Permitted Liens) has been received by it, and (ii) the security interest of the Pledgee in the Issuer Pledged Interests has been registered in the books and records of the Issuer.

3. The Issuer hereby represents and warrants that (i) the pledge by the Pledgor of, and the granting by the Pledgor of a security interest in, the Issuer Pledged Interests to the Pledgee, for the benefit of the Secured Creditors, does not violate the charter, by-laws, partnership agreement, membership agreement or any other agreement governing the Issuer or the Issuer Pledged Interests, and (ii) the Issuer Pledged Interests are fully paid and nonassessable.

4. All notices, statements of accounts, reports, prospectuses, financial statements and other communications to be sent to the Pledgor by the Issuer in respect of the Issuer will also be sent to the Pledgee at the following address:

Nordea Bank Finland plc,

New York Branch

437 Madison Avenue

21 st Floor

New York, New York 10022

Attn: Mr. Martin Lunder

Telephone: (212) 318 - 9630

Facsimile: (212) 421 - 4420

5. Until the Pledgee shall have delivered written notice to the Issuer that all of the Obligations have been paid in full and this Agreement is terminated, the Issuer will, upon receiving notice from the Pledgee stating that an “ Event of Default ” has occurred and is continuing, send any and all redemptions, distributions, interest or other payments in respect of the Issuer Pledged Interests from the Issuer for the account of the Pledgor only by wire transfers to such account as the Pledgee shall instruct.

6. Except as expressly provided otherwise in Sections 4 and 5, all notices, shall be sent or delivered by mail, telegraph, telex, telecopy, electronic communication, cable or overnight courier service and all such notices and communications shall, when mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be effective when deposited in the mails, delivered to the telegraph company, cable company or courier, as the case may be, or sent by telex or telecopier, except that notices and communications to the Pledgee, the Pledgor or the Issuer shall not be effective until received by the Pledgee, the Pledgor or the Issuer, as the case may be. All notices and other communications shall be in writing and addressed as follows:

(a) if to any Pledgor, at:

c/o General Maritime Corporation, as agent

299 Park Avenue

New York, NY 10171-0002

Attention: Chief Executive Officer

Telephone No.: (212) 763-5600

Telecopier No.: (212) 763-5603

with copies to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attention: Kenneth Chin, Esq.

Telephone No.: (212) 715-9100

Telecopier No.: (212) 715-8000

Kirkland and Ellis LLP

555 California Street

San Francisco, CA 94104

Attention: Samantha Good

Telephone No.: (415) 439-1914

Telecopier No.: (415) 439-1500

(b) if to the Pledgee, at:

Nordea Bank Finland plc,

New York Branch

437 Madison Avenue

21 st Floor

New York, New York 10022

Attn: Mr. Martin Lunder

Telephone: (212) 318 - 9630

Facsimile: (212) 421 - 4420

or at such other address as shall have been furnished in writing by any Person described above to the party required to give notice hereunder.

provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all parties hereto. None of the terms and conditions of this Agreement may be changed, waived, modified or varied in the manner whatsoever except in writing signed by the Pledgee, the Issuer and the Pledgor.

8. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws (other than Title 14 of Article 5 of the New York General Obligations Law).

* * *

IN WITNESS WHEREOF, the Pledgor, the Pledgee and the Issuer have caused this Agreement to be executed by their duly elected officers duly authorized as of the date first above written.

	[ ],
	as Pledgor


	By
		Name:
		Title:


	NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
	not in its individual capacity but solely as Pledgee
	By
		Name:
		Title:


	By
		Name:
		Title:


	[ ],
	the Issuer


	By
		Name:
		Title:

ANNEX H

PLEDGE AGREEMENT

Form of Control Agreement Regarding Deposit Accounts

CONTROL AGREEMENT REGARDING DEPOSIT ACCOUNTS (as amended, modified or supplemented from time to time, this “ Agreement ”), dated as of , , among the undersigned assignor(s) (the “ Assignor ”), NORDEA BANK FINLAND PLC, NEW YORK BRANCH, not in its individual capacity but solely as collateral agent on behalf of the First Priority Creditors under the First Priority Credit Agreement (as defined below) (the “ First Priority Agent ”), NORDEA BANK FINLAND PLC, NEW YORK BRANCH, not in its individual capacity but solely as collateral agent on behalf of the Second Priority Creditors under the Second Priority Credit Agreement (as defined below) (the “ Second Priority Agent ”), and NORDEA BANK FINLAND PLC, CAYMAN ISLANDS BRANCH, as the bank (as defined in Section 9-102 of the UCC as in effect on the date hereof in the State of New York (the “ UCC ”)) with which one or more deposit accounts (as defined in Section 9-102 of the UCC) are maintained by the Assignor (the “ Deposit Account Bank ”) (with all such deposit accounts now or at any time in the future maintained by the Assignor with the Deposit Account Bank being herein called the “ Deposit Accounts ”). Unless otherwise defined herein, all capitalized terms used herein and defined in the Intercreditor Agreement (as defined below) shall be used herein as therein defined. For the purposes hereof, the term “ Collateral Agent ” shall mean, at any time, the First Priority Collateral Agent or, upon the occurrence of the Discharge of First Priority Obligations in full, the Second Priority Agent.

WITNESSETH :

WHEREAS, General Maritime Subsidiary Corporation, as borrower, General Maritime Corporation, as a guarantor, General Maritime Subsidiary II Corporation, as a guarantor, Arlington Tankers Ltd., as a guarantor, the various lenders from time to time party thereto and the First Priority Agent have entered into a Third Amended and Restated Credit Agreement, dated as of May 17, 2012 (as amended, modified, restated and/or supplemented from time to time, the “ First Priority Credit Agreement ”);

WHEREAS, General Maritime Subsidiary II Corporation, as borrower, General Maritime Corporation, as a guarantor, General Maritime Subsidiary Corporation, as a guarantor, Arlington Tankers Ltd., as a guarantor, the various lenders from time to time party thereto and the Second Priority Agent have entered into a Second Amended and Restated Credit Agreement, dated as of May 17, 2012 (as amended, modified, restated and/or supplemented from time to time, the “ Second Priority Credit Agreement ”);

WHEREAS, the Assignor, various other assignors and the First Priority Agent have entered into a Second Amended and Restated Pledge Agreement, dated as of May 17, 2012 (as further amended, amended and restated, modified or supplemented from time to time, including any joinder agreements thereto, the “ Pledge Agreement ”), under which, among other things, in order to secure the payment of the First Priority Obligations, the Assignor has granted a first priority security interest to the First Priority Agent for the benefit of the First Priority Creditors in all of the right, title and interest of the Assignor in and into any and all deposit

accounts (as defined in Section 9-102 of the UCC) and in all monies, securities, instruments and other investments deposited therein from time to time (collectively, herein called the “ Collateral ”);

WHEREAS, the Assignor, the First Priority Agent and the Deposit Account Bank are party to an Amended and Restated Control Agreement Regarding Deposit Accounts with respect to the Deposit Accounts (the “ Original Control Agreement ”) and wish to amend and restate the Original Control Agreement in order to amend certain other provisions contained therein;

WHEREAS, the Assignor, various other assignors and the Second Priority Agent have entered into an Amended and Restated Secondary Pledge Agreement, dated as of May 17, 2012 (as further amended, amended and restated, modified or supplemented from time to time, including any joinder agreements thereto, the “ Second Priority Pledge Agreement ”), under which, among other things, in order to secure the payment of the Second Priority Obligations, the Assignor has granted a second priority security interest to the Second Priority Agent for the benefit of the Second Priority Creditors in all of the right, title and interest of the Assignor in the Collateral;

WHEREAS, the parties hereto have entered into an Intercreditor Agreement, dated as of May 17, 2012, by and among the other parties from time to time party thereto governing the relative rights and priorities of the First Priority Creditors and the Second Priority Creditors (together with the First Priority Creditors, the “ Secured Creditors ”) with respect to the Collateral (as the same may be amended, supplemented or otherwise modified from time to time, the “ Intercreditor Agreement ”); and

WHEREAS, the Assignor desires that the Deposit Account Bank enter into this Agreement in order to establish “ control ” (as defined in Section 9-104 of the UCC) in each Deposit Account at any time or from time to time maintained with the Deposit Account Bank, and to provide for the rights of the parties under this Agreement with respect to such Deposit Accounts.

1. Assignor’s Dealings with Deposit Accounts; Notice of Exclusive Control . The Deposit Account Bank hereby agrees to comply with instructions of the Collateral Agent directing disposition of the funds in the Deposit Account without further consent of the Assignor. Notwithstanding anything to the contrary in the foregoing, until the Deposit Account Bank shall have received from the Collateral Agent a Notice of Exclusive Control (as defined below), the Assignor shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Deposit Accounts and give instructions in respect of the Deposit Accounts; provided, however , that the Assignor may not, and the Deposit Account Bank agrees that it shall not permit the Assignor to, without the Collateral Agent’s prior written consent, close any Deposit Account. If upon the occurrence and during the continuance of an Event of Default (as defined in the Pledge Agreement) the Collateral Agent shall give to the Deposit Account

Bank a notice of the Collateral Agent’s exclusive control of the Deposit Accounts, which notice states that it is a “Notice of Exclusive Control” (a “ Notice of Exclusive Control ”), only the Collateral Agent shall be entitled to withdraw funds from the Deposit Accounts, to give any instructions in respect of the Deposit Accounts and any funds held therein or credited thereto or otherwise to deal with the Deposit Accounts.

2. Collateral Agent’s Right to Give Instructions as to Deposit Accounts . (a) Notwithstanding the foregoing or any separate agreement that the Assignor may have with the Deposit Account Bank, the Collateral Agent shall be entitled, following the occurrence and during the continuance of an Event of Default for purposes of this Agreement, at any time to give the Deposit Account Bank instructions as to the withdrawal or disposition of any funds from time to time credited to any Deposit Account, or as to any other matters relating to any Deposit Account or any other Collateral, without further consent from the Assignor. The Assignor hereby irrevocably authorizes and instructs the Deposit Account Bank, and the Deposit Account Bank hereby agrees, to comply with any such instructions from the Collateral Agent without any further consent from the Assignor. Such instructions may include the giving of stop payment orders for any items being presented to any Deposit Account for payment. The Deposit Account Bank shall be fully entitled to rely on, and shall comply with, such instructions from the Collateral Agent even if such instructions are contrary to any instructions or demands that the Assignor may give to the Deposit Account Bank. In case of any conflict between instructions received by the Deposit Account Bank from the Collateral Agent and the Assignor, the instructions from the Collateral Agent shall prevail.

(b) It is understood and agreed that the Deposit Account Bank’s duty to comply with instructions from the Collateral Agent regarding the Deposit Accounts is absolute, and the Deposit Account Bank shall be under no duty or obligation, nor shall it have the authority, to inquire or determine whether or not such instructions are in accordance with the Pledge Agreement, the Second Priority Pledge Agreement or any other Credit Document (as defined in the First Priority Credit Agreement), nor seek confirmation thereof from the Assignor or any other Person.

3. Assignor’s Exculpation and Indemnification of Depository Bank . The Assignor hereby irrevocably authorizes and instructs the Deposit Account Bank to follow instructions from the Collateral Agent regarding the Deposit Accounts even if the result of following such instructions from the Collateral Agent is that the Deposit Account Bank dishonors items presented for payment from any Deposit Account. The Assignor further confirms that the Deposit Account Bank shall have no liability to the Assignor for wrongful dishonor of such items in following such instructions from the Collateral Agent. The Deposit Account Bank shall have no duty to inquire or determine whether the Assignor’s obligations to the Collateral Agent are in default or whether the Collateral Agent is entitled, under any separate agreement between the Assignor and the Collateral Agent, to give any such instructions. The Assignor further agrees to be responsible for the Deposit Account Bank’s customary charges and to indemnify the Deposit Account Bank from and to hold the Deposit Account Bank harmless against any loss, cost or expense that the Deposit Account Bank may sustain or incur in acting upon instructions which the Deposit Account Bank believes in good faith to be instructions from the Collateral Agent excluding any loss, cost or expense to the extent incurred as a direct result of the gross negligence or willful misconduct of the Deposit Account Bank.

4. Subordination of Security Interests; Deposit Account Bank’s Recourse to Deposit Accounts . The Deposit Account Bank hereby subordinates any claims and security interests it may have against, or with respect to, any Deposit Account at any time established or maintained with it by the Assignor (including any amounts, investments, instruments or other Collateral from time to time on deposit therein) to the security interests of the Collateral Agent (for the benefit of the Secured Creditors) therein, and agrees that no amounts shall be charged by it to, or withheld or set-off or otherwise recouped by it from, any Deposit Account of the Assignor or any amounts, investments, instruments or other Collateral from time to time on deposit therein; provided that the Deposit Account Bank may, however, from time to time debit the Deposit Accounts for any of its customary charges in maintaining the Deposit Accounts or for reimbursement for the reversal of any provisional credits granted by the Deposit Account Bank to any Deposit Account, to the extent, in each case, that the Assignor has not separately paid or reimbursed the Deposit Account Bank therefor.

5. Representations, Warranties and Covenants of Deposit Account Bank . The Deposit Account Bank represents and warrants to each of the First Priority Agent and the Second Priority Agent:

(a) The Deposit Account Bank constitutes a “ bank ” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Account Bank shall be New York.

(b) The Deposit Account Bank shall not permit any Assignor to establish any demand, time, savings, passbook or other account with it which does not constitute a “ deposit account ” (as defined in Section 9-102 of the UCC).

(c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Accounts and that the Deposit Account Bank’s “ jurisdiction ” for purposes of Section 9- 304 of the UCC in respect of the Deposit Accounts is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction permitted pursuant to preceding clause (a). All account agreements in respect of each Deposit Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to each of the First Priority Agent and the Second Priority Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor.

(d) The Deposit Account Bank has not entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from any Deposit Account or other dealings with any Deposit Account or other of the Collateral.

(e) On the date hereof the Deposit Account Bank maintains no Deposit Accounts for the Assignor other than the Deposit Accounts specifically identified in Annex A hereto.

(f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement.

(g) The Deposit Account Bank will promptly notify each of the First Priority Agent and the Second Priority Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

6. Deposit Account Statements and Information . The Deposit Account Bank agrees, and is hereby authorized and instructed by the Assignor, to furnish to the Collateral Agent, at its address indicated below, copies of all account statements and other information relating to each Deposit Account that the Deposit Account Bank sends to the Assignor and to disclose to the First Priority Agent and/or the Second Priority Agent all information requested by each of the First Priority Agent and the Second Priority Agent, as the case may be, regarding any Deposit Account.

7. Conflicting Agreements . This Agreement shall have control over any conflicting agreement between the Deposit Account Bank and the Assignor.

8. Merger or Consolidation of Deposit Account Bank . Without the execution or filing of any paper or any further act on the part of any of the parties hereto, any bank into which the Deposit Account Bank may be merged or with which it may be consolidated, or any bank resulting from any merger to which the Deposit Account Bank shall be a party, shall be the successor of the Deposit Account Bank hereunder and shall be bound by all provisions hereof which are binding upon the Deposit Account Bank and shall be deemed to affirm as to itself all representations and warranties of the Deposit Account Bank contained herein.

9. Notices . (a) All notices and other communications provided for in this Agreement shall be in writing (including facsimile) and sent to the intended recipient at its address or telex or facsimile number set forth below:

If to the First Priority Agent or the Second Priority Agent, at :

Nordea Bank Finland plc,

New York Branch

437 Madison Avenue

21 st Floor

New York, New York 10022

Attn: Mr. Martin Lunder

Telephone: 212-318-9630

Facsimile: 212-421-4420

If to the Assignor, at :

c/o General Maritime Corporation

299 Park Avenue

New York, NY 10171-0002

Attention: Chief Executive Officer

Telephone No.: 212-763-5600

Telecopier No.: 212-763-5603

If to the Deposit Account Bank, at :

Nordea Bank Finland plc, Cayman Islands Branch

c/o Nordea Bank Finland plc, New York Branch

437 Madison Avenue

21 st Floor

New York, New York 10022

Attn: Mr. Martin Lunder

Telephone: 212-318-9630

Facsimile: 212-421-4420

or, as to any party, to such other address, or telex or facsimile number as such party may designate from time to time by notice to the other parties.

(b) Except as otherwise provided herein, all notices and other communications hereunder shall be delivered by hand or by commercial overnight courier (delivery charges prepaid), or mailed, postage prepaid, or telexed or faxed, addressed as aforesaid, and shall be effective (i) three business days after being deposited in the mail (if mailed), (ii) when delivered (if delivered by hand or courier) and (iii) or when transmitted with receipt confirmed (if telexed or faxed); provided that notices to the Collateral Agent shall not be effective until actually received by it.

10. Amendment . This Agreement may not be amended, modified or supplemented except in writing executed and delivered by all the parties hereto.

11. Binding Agreement . This Agreement shall bind the parties hereto and their successors and assign and shall inure to the benefit of the parties hereto and their successors and assigns. Without limiting the provisions of the immediately preceding sentence, the First Priority Agent or the Second Priority Agent at any time or from time to time may designate in writing to the Deposit Account Bank a successor First Priority Agent or Second Priority Agent, as the case may be (at such time, if any, as such entity becomes the Pledgee under and as defined in the Pledge Agreement or the Second Priority Pledge Agreement, as the case may be, or at any time thereafter) who shall thereafter succeed to the rights of the existing First Priority Agent or Second Priority Agent, as the case may be, hereunder and shall be entitled to all of the rights and benefits provided hereunder.

12. Continuing Obligations . The rights and powers granted herein to the Collateral Agent have been granted in order to protect and further perfect its security interests in the Deposit Accounts and other Collateral and are powers coupled with an interest and will be affected neither by any purported revocation by the Assignor of this Agreement or the rights granted to the Collateral Agent hereunder or by the bankruptcy, insolvency, conservatorship or receivership of the Assignor or the Deposit Account Bank or by the lapse of time. Subject to Section 15 hereof, the rights of the Collateral Agent hereunder and in respect of the Deposit Accounts and the other Collateral, and the obligations of the Assignor and Deposit Account Bank hereunder, shall continue in effect until the security interests of each of the First Priority Agent and the Second Priority Agent in the Deposit Accounts and such other Collateral have been terminated and the Collateral Agent has notified the Deposit Account Bank of such termination in writing.

13. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

14. Counterparts . This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

15. Termination . (a) After the occurrence of the Discharge of First Priority Obligations in full, the security interest created hereby in favor of the First Priority Agent and the First Priority Creditors shall terminate (provided that all indemnities set forth herein including, without limitation, in the Pledge Agreement shall survive any such termination), and the First Priority Agent, at the request and expense of any Assignor, will as promptly as practicable execute and deliver to such Assignor a proper instrument or instruments acknowledging the termination of such security interest and provide such notifications to third parties as any Assignor may reasonably request.

(b) After the Termination Date (as defined below), this Agreement and the security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in the Second Priority Pledge Agreement shall survive any such termination), at the request and expense of any Assignor, will as promptly as practicable execute and deliver to such Assignor a proper instrument or instruments acknowledging the termination of this Agreement and provide such notifications to third parties as any Assignor may reasonably request. As used in this Agreement, “ Termination Date ” shall mean the date upon which the

loans under the Second Priority Credit Agreement has been paid in full, no promissory note under the Second Priority Credit Agreement is outstanding and all Second Priority Obligations then due and payable have been paid in full.

16. Intercreditor Agreement . NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH OF THE ASSIGNOR, THE COLLATERAL AGENT (ON BEHALF OF THE SECURED CREDITORS) AND THE DEPOSIT ACCOUNT BANK ACKNOWLEDGES AND AGREES THAT (X) THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT BY THIS AGREEMENT AND THE RIGHTS AND REMEDIES OF (AND ANY EXERCISE THEREOF BY) THE COLLATERAL AGENT AND THE SECURED CREDITORS HEREUNDER SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS OF THE INTERCREDITOR AGREEMENT; AND (Y) THE LIEN AND SECURITY INTEREST GRANTED PURSUANT TO THIS AGREEMENT TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECOND PRIORITY CREDITORS IN THE COLLATERAL SHALL BE A SECOND PRIORITY LIEN, SUBJECT TO THE SECURITY INTEREST GRANTED TO THE FIRST PRIORITY AGENT FOR THE BENEFIT OF THE FIRST PRIORITY CREDITORS ON THE TERMS AND CONDITIONS SET FORTH IN THE FIRST PRIORITY COLLATERAL DOCUMENTS AND THE INTERCREDITOR AGREEMENT AND ALL OTHER RIGHTS AND BENEFITS AFFORDED HEREUNDER TO THE SECURED CREDITORS ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS HEREOF AND THE TERMS OF THE INTERCREDITOR AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL AT ANY TIME THE INTERCREDITOR AGREEMENT IS IN EFFECT.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.

	Assignor:


	[NAME OF ASSIGNOR]


	By:
		Name:
		Title:


	First Priority Agent :


	NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
	as First Priority Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:


	Second Priority Agent :


	NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
	as Second Priority Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

	Deposit Account Bank :


	NORDEA BANK FINLAND PLC, CAYMAN ISLANDS BRANCH,
	as Deposit Account Bank

	By:
		Name:
		Title:


	By:
		Name:
		Title:

ANNEX I

PLEDGE AGREEMENT

LIST OF CONCENTRATION ACCOUNTS

Name of Pledgor		Account Number
GMR Argus LLC		7409102001
GMR Daphne LLC		5001992001
GMR Elektra LLC		5001812001
GMR George T LLC		4536133001
GMR Hope LLC		7408942001
GMR Horn LLC		7408862001
GMR Orion LLC		7408292001
GMR Phoenix LLC		7408112001
GMR St. Nikolas LLC		4547102001
GMR Spyridon LLC		7409022001
GMR Agamemnon LLC		4060927101
GMR Ajax LLC		4060928901
GMR Defiance LLC		7424292001
GMR Harriet G LLC		8900612001
GMR Kara G LLC		8914732001
GMR Minotaur LLC		4060938801
GMR Strength LLC		7424112001
Vision Ltd.		5008012001
Victory Ltd.		5008192001
Companion Ltd.		5007362001
Compatriot Ltd.		5007442001
Consul Ltd.		5007772001

EXHIBIT F-2

AMENDED AND RESTATED SECONDARY PLEDGE AGREEMENT

AMENDED AND RESTATED SECONDARY PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “ Agreement ”), dated as of May 17, 2012, made by each of the undersigned pledgors (each a “ Pledgor ” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 25 hereof, the “ Pledgors ”) to NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as collateral agent (in such capacity, together with any successor collateral agent, the “ Pledgee ”), for the benefit of the Secured Creditors (as defined below).

WITNESSETH :

WHEREAS, the Pledgee and the pledgors party thereto from time to time entered into a Secondary Pledge Agreement, dated as of May 6, 2011 (as amended, modified and/or supplemented, and including any joinders thereto, the “ Original Pledge Agreement ”), and hereby wish to amend and restate the Original Pledge Agreement in order to amend certain other provisions contained therein;

WHEREAS, each Pledgor is a party to that certain first priority Pledge Agreement (as defined in the First Priority Credit Agreement (as defined below)) (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the Secondary Intercreditor Agreement, the “ First Priority Pledge Agreement ”), granted by each Pledgor in favor of

Nordea Bank Finland plc, New York Branch, in its capacity as pledgee for the benefit of the First Priority Creditors (as defined in the Secondary Intercreditor Agreement) (and its successors, assigns and replacements in such capacity, the “ First Priority Pledgee ”) pursuant to which the Pledgor has pledged the Collateral (as defined below) to secure the Obligations (as defined in the First Priority Credit Agreement) of the Credit Parties (as defined in the First Priority Credit Agreement) under that certain Second Amended and Restated Credit Agreement, dated as of May 17, 2012 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the Secondary Intercreditor Agreement, the “ First Priority Credit Agreement ”), among the Parent, GMSCII, as borrower, the Borrower, as a guarantor, Arlington, as a guarantor, the lenders party thereto from time to time, and the First Priority Pledgee.

WHEREAS, the Intercreditor Agreement, dated as of May 17, 2012, by and among the Parent, the Borrower, GMSCII, Arlington, the Pledgee, the First Priority Pledgee and the other parties from time to time party thereto governs the relative rights and priorities of the Secured Creditors and the First Priority Secured Creditors (as defined in the Secondary Intercreditor Agreement) with respect to the Secondary Collateral (as defined in the Credit Agreement) (as the same may be amended, supplemented or otherwise modified from time to time, the “ Secondary Intercreditor Agreement ”).

WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that each Pledgor shall have executed and delivered to the Pledgee this Agreement; and

WHEREAS, each Pledgor desires to enter into this Agreement in order to satisfy the condition described in the preceding paragraph;

1. SECURITY FOR OBLIGATIONS; ESTABLISHMENT OF CONCENTRATION ACCOUNT.

1.1. Security . Subject to the terms of the Secondary Intercreditor Agreement with respect to the rights and remedies of the Pledgee and the First Priority Pledgee, this Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:

respect of Loans, and/or reimbursement under the Existing Letters of Credit), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “ Credit Document Obligations ”);

(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;

(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement;

Islands Branch (or such other deposit account bank as the Pledgee may agree in its sole discretion which has agreed to enter into a deposit account control agreement in form and substance reasonably acceptable to the Pledgee) located at 437 Madison Avenue, 21 st Floor, New York, New York 10022. Each relevant Pledgor, the applicable deposit account bank and the Pledgee are entering into a Control Agreement Regarding Deposit Accounts substantially in the form attached hereto as Annex H (the “ Control Agreement ”) simultaneously herewith, which provides that the Concentration Accounts shall be under the control of the Pledgee, as agent for the Secured Creditors, subject to the terms of the Secondary Intercreditor Agreement, and the Pledgee shall have the right to direct withdrawals from the Concentration Accounts (after the occurrence and during the continuation of an Event of Default) and to exercise all rights with respect to all of the Earnings Collateral (as defined below) (after the occurrence and during the continuation of an Event of Default) from time to time deposited therein pursuant to the terms of this Agreement and the Control Agreement. All Earnings Collateral delivered to, or held by or on behalf of, the Pledgee pursuant to each of the Secondary Assignments of Earnings shall be held in the Concentration Accounts in accordance with the provisions thereof.