Exhibit 10.1

EXECUTION VERSION

GENER8 MARITIME SUBSIDIARY VII INC.
as Borrower

THE COMPANIES listed in Part A of Schedule 1

as Original Owner Guarantors and
Original Hedge Guarantors

GENER8 CHIOTIS LLC
GENER8 MILTIADES LLC

as Additional Owner Guarantors and
Additional Hedge Guarantors

GENER8 MARITIME, INC.

as Parent Guarantor

CITIBANK, N.A.
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Global Co-ordinators

CITIBANK, N.A.
as Bookrunner

CITIBANK, N.A.
THE EXPORT-IMPORT BANK OF CHINA

BANK OF CHINA, NEW YORK BRANCH

as Mandated Lead Arrangers

THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1

as Original Lenders

THE BANKS AND FINANCIAL INSTITUTIONS listed in Part C of Schedule 1

as Hedge Counterparties

CITIBANK, N.A., LONDON BRANCH

as ECA Co-ordinator and ECA Agent

NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Facility Agent and Security Agent

AMENDING AND RESTATING DEED

relating to a loan agreement originally dated as of 30 November 2015
as supplemented by a supplemental agreement dated 28 December 2015

INDEX

THIS DEED is made on 29 June 2016

BETWEEN

(1)                                 GENER8 MARITIME SUBSIDIARY VII INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as borrower (the “Borrower”);

(2)                                 The limited liability companies listed in Part A of Schedule 1 (The Parties) therein as original owner guarantors (the “Original Owner Guarantors”) and as original hedge guarantors (the “Original Hedge Guarantors”);

(3)                                 GENER8 CHIOTIS LLC and GENER8 MILTIADES LLC, each a limited liability company formed and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 additional owner guarantors (the “Additional Owner Guarantors”) and as additional hedge guarantors (the “Additional Hedge Guarantors”);

(4)                                 GENER8 MARITIME, INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as the parent guarantor (the “Parent Guarantor”);

(5)                                 CITIBANK, N.A. and NORDEA BANK FINLAND PLC, NEW YORK BRANCH as global co-ordinators (the “Global Co-ordinators” and each, a “Global Co-ordinator”);

(6)                                 CITIBANK, N.A. as bookrunner (the “Bookrunner”);

(7)                                 CITIBANK, N.A., THE EXPORT-IMPORT BANK OF CHINA and BANK OF CHINA, NEW YORK BRANCH as mandated lead arrangers (the “Mandated Lead Arrangers” and each, a “Mandated Lead Arranger”);

(8)                                 THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 as lenders (the “Original Lenders” and each, an “Original Lender”);

(9)                                 THE BANKS AND FINANCIAL INSTITUTIONS listed in Part C of Schedule 1 as hedge counterparties (the “Hedge Counterparties” and each a, “Hedge Counterparty”);

(10)                          CITIBANK, N.A., LONDON BRANCH as ECA agent (the “ECA Agent”) and as ECA co-ordinator (the “ECA Co-ordinator”);

(11)                          NORDEA BANK FINLAND PLC, NEW YORK BRANCH as agent of the other Finance Parties (the “Facility Agent”); and

(12)                          NORDEA BANK FINLAND PLC, NEW YORK BRANCH as security agent for the Secured Parties (the “Security Agent”).

BACKGROUND

(A)                               By a loan agreement dated as of 30 November 2015 (as supplemented by a supplemental agreement dated 28 December 2015, the “Facility Agreement”) and made between amongst others (i) the Borrower, as borrower, (ii) the Original Owner Guarantors and Original Hedge Guarantors and the Parent Guarantor,  as guarantors, (iii) Original Lenders, as lenders, (iv) the Hedge Counterparties as hedge counterparties, (v) the Mandated Lead Arrangers, as

mandated lead arrangers, (vi) the Facility Agent, as agent for the other Finance Parties and (vii) the Security Agent, as security agent for the Secured Parties, the Original Lenders have made available to the Borrower a facility of up to US$259,575,772.50.

(B)                               The Parties have agreed to:

(i)                                     the accession of the Additional Owner Guarantors and the Additional Hedge Guarantors into the Facility Agreement so that the Additional Owner Guarantors and the Additional Hedge Guarantors will be included as joint and several guarantors thereunder with effect from the Effective Date (as defined below) together with the existing Original Owner Guarantors and the Original Hedge Guarantors (the “Accession”);

(ii)                                  enhance the facility under the Facility Agreement by including two additional tranches (the “Additional Tranches”) in an aggregate amount of $125,651,722.50 for the purposes of financing two additional ships with hull numbers H1357 and H1358; and

(iii)                               amend the Facility Agreement to reflect the Accession of the Additional Owner Guarantors and Additional Hedge Guarantors and the addition of the Additional Tranches (the “Proposed Changes”).

(C)                               This Deed sets out the terms and conditions on which the Finance Parties agree, with effect on and from the Effective Date, at the request of the Borrower, to the Proposed Changes and the consequential amendments to the Finance Documents in connection with those matters and certain other changes referred to in this Deed.

IT IS AGREED as follows:

1                                         INTERPRETATION

1.1                               Defined expressions.  Words and expressions defined in the Facility Agreement shall have the same meanings when used in this Deed unless the context otherwise requires.

1.2                               Definitions.  In this Deed, unless the contrary intention appears:

“Acceding Parties” means collectively, the Additional Owner Guarantors and the Additional Hedge Guarantors (and each or any of them as the context may require, an “Acceding Party”).

“Amended and Restated Facility Agreement” means the Facility Agreement as amended and restated by this Deed in the form set out in Appendix 1.

“Addendum to Mortgage” means in relation to each Original Owner Guarantor, an addendum to the mortgage executed by such Original Owner Guarantor and the Security Agent as mortgagee, supplementing the Mortgage relating to the Ship relating to such Original Owner Guarantor, in the agreed form.

“Effective Date” means the date specified on the Effective Date Notice.

“Effective Date Notice” means a notice in the form set out in Exhibit A.

“Party” means a party to this Deed.

1.3                               Application of construction and interpretation provisions of Facility Agreement.  Clauses 1.2 and 1.5 of the Facility Agreement apply, with any necessary modifications, to this Deed.

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1.4                               Application of construction and interpretation provisions of Facility Agreement

Clause 1.2 (construction) of the Facility Agreement applies to this Deed as if it were expressly incorporated in it with any necessary modifications.

1.5                               Designation as a Finance Document

The Borrower and the Facility Agent designate this Deed as a Finance Document.

1.6                               Third party rights

Unless provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Deed.

2                                         ACCESSION

With effect from the Effective Date and subject to and upon the terms and conditions of this Deed, in consideration of the Finance Parties agreeing to advance the Additional Tranches to the Borrower upon the terms and conditions of the Amended and Restated Facility Agreement and the Lenders continuing to make available the amounts presently extended under the Facility to the Borrower pursuant to the terms and conditions of the Facility Agreement:

(a)                                 the Lenders and the other Finance Parties agree to (i) the Proposed Changes; and (ii) the amendments to the Facility Agreement and the other Finance Documents as set out in this Deed, and

(b)                                 each of the Parties agrees that:

(i)                                     the Additional Owner Guarantors shall be included and deemed to be additional guarantors under the Facility Agreement on a joint and several basis with the Original Owner Guarantors in accordance with the terms of this Deed and the Amended and Restated Facility Agreement;

(ii)                                  the Additional Hedge Guarantors shall be included and deemed to be additional guarantors under the Facility Agreement on a joint and several basis with the Original Hedge Guarantors in accordance with the terms of this Deed and the Amended and Restated Facility Agreement; and

(iii)                               the Facility Agreement shall be amended and restated in the manner set out in the Amended and Restated Facility Agreement.

3                                         CONDITIONS PRECEDENT

3.1                               Agreement of the Lenders and the Finance Parties.  The agreement of the Lenders, the other Finance Parties and the other Parties contained in Clause 2 (Accession) is subject to:

(a)                                 no Default or Event of Default having occurred continuing on the date of this Deed and on the Effective Date or resulting from entry into this Deed or the occurrence of the Effective Date;

(b)                                 the Repeating Representations to be made by each Obligor being true in all material respects (it being understood and agreed that such representations and warranties shall be deemed to have been made on each of the date of this Deed and the Effective Date with reference to the facts and circumstances existing as at such dates, except to the extent that such representations and warranties specifically refer to an earlier date, in which they shall be true and correct in all material respects as of such earlier date (but further provided that the representation made under clause 18.7 (Financial Statements; Financial Condition;

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Undisclosed Liabilities) of the Facility Agreement shall be made with reference to the latest financial statements provided under the Facility Agreement and as at the last day of the financial period in relation to which such financial statements relate);

(c)                                  no event described in paragraph (a) of clause 7.2 (change of control) of the Facility Agreement having occurred on the date of this Deed or the Effective Date;

(d)                                 no event described in paragraphs (a) to (d) of clause 7.5 (mandatory prepayment on default under shipbuilding contract) of the Facility Agreement having occurred on the date of this Deed or the Effective Date; and

(e)                                  the Facility Agent shall have received the following documents and evidence in all respects in form and substance satisfactory to the Facility Agent and its lawyers on or before the date of this Deed or such later date as the Facility Agent may agree with the Borrower:

(i)            the duly executed original of this Deed duly executed by the parties to it;

(ii)           the duly executed originals of the Addendum to Mortgage relating to each Ship owned by an Original Owner Guarantor, duly executed by the parties thereto;

(iii)          the duly executed originals of the Membership Interest Pledges relating to each Additional Owner Guarantor, duly executed by the parties thereto (together with any documents required to be provided thereunder);

(iv)          copies of resolutions of the directors and (if required) resolutions of shareholders of Borrower, the Acceding Parties and the other relevant Obligors, authorising the execution of this Deed and (where applicable) the relevant Addendum to Mortgage and the Membership Interest Pledges;

(v)           evidence satisfactory to the Facility Agent that each Addendum to Mortgage has been duly recorded with the Marshall Islands ship registry;

(vi)          favourable legal opinions from lawyers appointed by the Facility Agent on such matters concerning the laws of the Republic of the Marshall Islands, England and such other relevant jurisdictions as the Facility Agent may reasonably require; and

(vii)         any further opinions, consents, agreements and documents in connection with this Deed and the Finance Documents which the Facility Agent may reasonably request by notice to the Borrower prior to the date of this Deed.

3.2                               Effective Date Notice. On satisfaction or waiver of the conditions precedent specified in this Clause, the Effective Date Notice shall be signed by the Facility Agent and the Facility Agent shall fix the day of the Effective Date and provide a copy of the Effective Date Notice to the Borrower, the Acceding Parties and the Lenders.

4                                         REPRESENTATIONS AND WARRANTIES

4.1                               General

Each Acceding Party, the Borrower, the Original Owner Guarantors and the Original Hedge Guarantors each makes the representations and warranties set out in this Clause 4 (Representations and Warranties) to each Finance Party on the date of this Deed and the Effective Date.

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4.2                               Corporate Power and Authority; Legal Validity and Enforceability

(a)                                 Each has the corporate or other applicable power and authority to execute and deliver this Deed and perform the terms and provisions of this Deed and of the Facility Agreement, as amended by this Deed, and has taken all necessary corporate or other applicable action to authorize the execution and delivery of this Deed, and performance by it of this Deed and of the Facility Agreement, as amended by this Deed, and (in the case of the Original Owner Guarantors) the relevant Addendum to Mortgage.

(b)                                 Each has duly executed and delivered this Deed, and this Deed (and the Facility Agreement, as amended by this Deed) constitutes the legal, valid and binding obligation of such party enforceable against it 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).

4.3                               No Violation

Neither the execution nor the delivery of this Deed, nor the performance or compliance by it with the terms and provisions thereof (or of the Facility Agreement, as amended by this Deed), will:

(a)                                 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;

(b)                                 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 Security (except Other Permitted Security) upon any of its material properties or assets 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 it 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

(c)                                  violate any provision of its constitutional documents.

5                                         AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS

5.1                               Specific amendments to Facility Agreement.  Subject to Clause 3, with effect on and from the Effective Date, the Facility Agreement shall be, and shall be deemed by this Deed to be, amended and restated in the form of the Amended and Restated Facility Agreement; and, as so amended and restated, the Facility Agreement shall continue to be binding on each of the parties to it in accordance with its terms as so amended and restated.

5.2                               Amendments to Finance Documents.  Subject to Clause 3, with effect on and from the Effective Date, each of the Finance Documents, shall be, and shall be deemed by this Deed to be, amended as follows:

(a)                                 the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement and those Finance Documents as amended and restated or supplemented by this Deed; and

(b)                                 by construing references throughout each of the Finance Documents to “this Deed”, “this Agreement”, “hereunder” and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Deed.

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5.3                               Finance Documents to remain in full force and effect.  The Finance Documents shall remain in full force and effect as amended by:

(a)                                 the amendments contained or referred to in Clauses 5.1 and 5.2; and

(b)                                 such further or consequential modifications as may be necessary to give full effect to the terms of this Deed.

6                                         FURTHER ASSURANCE

Clause 21.34 (Further Assurance) of the Facility Agreement shall apply, with any necessary adaptations, in relation to this Deed.

7                                         COSTS AND EXPENSES

The Borrower shall reimburse the Facility Agent on demand for all costs and expenses (including reasonable legal fees, VAT and other disbursements) incurred by the Finance Parties in connection with or arising out of the negotiation, execution, operation or implementation of this Deed and any other documents required in connection herewith.

8                                         NOTICES

Clause 38 (notices) of the Facility Agreement, as amended and supplemented by this Deed, applies to this Deed as if it were expressly incorporated in it with any necessary modifications.

9                                         COUNTERPARTS

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

10                                  CONFIRMATION BY BORROWER AND OTHER OBLIGORS

Notwithstanding any of the provisions of this Deed, the Borrower, the Original Owner Guarantors, the Original Hedge Guarantors and the Parent Guarantor hereby acknowledge and confirm that:

(a)                                 the terms and conditions of the Finance Documents to which they are a party continue to constitute its legal, binding and valid obligations enforceable in accordance with their terms (as amended and/or supplemented by this Deed); and

(b)                                 save as expressly amended under this Deed, the Facility Agreement and the other Finance Documents to which it is a party to, shall remain in full force and effect.

11                                  GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

12                                  ENFORCEMENT

12.1                        Jurisdiction

(a)                                 The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed or any non-contractual obligation arising out of or in connection with this Deed) (a “Dispute”).

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(b)                                 Each of the Borrower, the Acceding Parties, the Original Owner Guarantors, the Original Hedge Guarantors and the Parent Guarantor accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c)                                  This Clause 12.1 (Jurisdiction) is for the benefit of the Secured Parties only.  As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

12.2                        Service of process

(a)                                 Without prejudice to any other mode of service allowed under any relevant law, each of the Borrower, the Acceding Parties, the Original Owner Guarantors, the Original Hedge Guarantors and the Parent Guarantor:

(i)                                     irrevocably appoints Cheesewrights as its agent for service of process in relation to any proceedings before the English courts in connection with this Deed; and

(ii)                                  agrees that failure by a process agent to notify the relevant appointing party of the process will not invalidate the proceedings concerned.

(b)                                 If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of the Acceding Parties the Original Owner Guarantors, the Original Hedge Guarantors and the Parent Guarantor) must immediately (and in any event within five (5) days of such event taking place) appoint another agent on terms acceptable to the Facility Agent.  Failing this, the Facility Agent may appoint another agent for this purpose.

THIS DEED has been duly executed as a Deed on the date stated at the beginning of this Deed.

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SCHEDULE 1

PART A

ORIGINAL OWNER GUARANTORS
AND ORIGINAL HEDGE GUARANTORS

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PART B

ORIGINAL LENDERS

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PART C

HEDGE COUNTERPARTIES

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EXECUTION PAGES

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF

GENER8 MARITIME SUBSIDIARY VII INC.,
as Borrower

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF

GENER8 MARITIME, INC.,
as Parent Guarantor

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF

GENER8 STRENGTH LLC,
as Original Owner Guarantor and Original Hedge Guarantor

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF

GENER8 SUPREME LLC,
as Original Owner Guarantor and Original Hedge Guarantor

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EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF

GENER8 SUCCESS LLC,
as Original Owner Guarantor and Original Hedge Guarantor

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF

GENER8 ANDRIOTIS LLC,
as Original Owner Guarantor and Original Hedge Guarantor

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF

GENER8 ANDRIOTIS LLC,
as Original Owner Guarantor and Original Hedge Guarantor

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF

GENER8 CHIOTIS LLC,
as Additional Owner Guarantor and Additional Hedge Guarantor

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EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF

GENER8 MILTIADES LLC,
as Additional Owner Guarantor and Additional Hedge Guarantor

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EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF

CITIBANK, N.A.,
as Global Co-ordinator

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF

NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
as Global Co-ordinator

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF
CITIBANK, N.A.,
as Bookrunner

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF
CITIBANK, N.A.,
as Mandated Lead Arranger

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EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF
THE EXPORT-IMPORT BANK OF CHINA,
as Mandated Lead Arranger

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF
BANK OF CHINA, NEW YORK BRANCH,
as Mandated Lead Arranger

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF
CITIBANK, N.A., LONDON BRANCH,
as Original Lender

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF
THE EXPORT-IMPORT BANK OF CHINA,
as Original Lender

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EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF
BANK OF CHINA, NEW YORK BRANCH,
as Original Lender

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EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF
CITIBANK, N.A., LONDON BRANCH,
as Hedge Counterparty

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF
NORDEA BANK FINLAND PLC
as Hedge Counterparty

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF
CITIBANK, N.A., LONDON BRANCH,
as ECA Co-ordinator and ECA Agent

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EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF
NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
as Facility Agent

EXECUTED AND DELIVERED AS A DEED
FOR AND ON BEHALF OF

NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
as Security Agent

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EXHIBIT A

FORM OF EFFECTIVE DATE NOTICE

Amending and Restating Deed

dated [·] (the “Deed”)

In accordance with clause 3 of the Deed, the Facility Agent hereby confirms that all the conditions set out in clause 3 of the Deed have been satisfied in full or, to the extent not so satisfied, waived in writing on                    .

Accordingly, the Effective Date shall be                     .

THE FACILITY AGENT

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APPENDIX 1

PART A

FORM OF AMENDED AND RESTATED LOAN AGREEMENT MARKED TO INDICATE AMENDMENTS TO THE LOAN AGREEMENT

Amendments are indicated as follows:

1          additions are indicated by underlined text; and

2          deletions are shown by strike-through text.

AMENDED AND RESTATED FINAL VERSION

FACILITY AGREEMENT DATED AS OF 30 NOVEMBER 2015

AS SUPPLEMENTED BY A SUPPLEMENTAL AGREEMENT DATED 28 DECEMBER 2015 AND

AS AMENDED AND RESTATED BY AN AMENDING AND RESTATING DEED DATED 29 JUNE 2016
TERM LOAN FACILITY OF UP TO $385,227,495

GENER8 MARITIME SUBSIDIARY VII INC.
as Borrower

THE COMPANIES listed in Part A of Schedule 1

as joint and several Owner Guarantors and
joint and several Hedge Guarantors

GENER8 MARITIME, INC.

as Parent Guarantor

CITIBANK, N.A.
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Global Co-ordinators

CITIBANK, N.A.
as Bookrunner

CITIBANK, N.A.
THE EXPORT-IMPORT BANK OF CHINA

BANK OF CHINA, NEW YORK BRANCH

as Mandated Lead Arrangers

THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1

as Original Lenders

THE BANKS AND FINANCIAL INSTITUTIONS listed in Part C of Schedule 1

as Hedge Counterparties

CITIBANK, N.A., LONDON BRANCH

as ECA Co-ordinator and ECA Agent

NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Facility Agent and Security Agent

Index

THIS AGREEMENT is dated as of 30 November 2015 as supplemented by a supplemental agreement dated 28 December 2015 and as amended and restated by an amending and restating deed dated 29 June 2016.

PARTIES

(1)                                 GENER8 MARITIME SUBSIDIARY VII INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as borrower (the “Borrower”);

(2)                                 The limited liability companies listed in Part A of Schedule 1 (The Parties) therein as joint and several owner guarantors (the “Owner Guarantors”) and as joint and several hedge guarantors (the “Hedge Guarantors”);

(3)                                 GENER8 MARITIME, INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as the parent guarantor (the “Parent Guarantor”);

(4)                                 CITIBANK, N.A. and NORDEA BANK FINLAND PLC, NEW YORK BRANCH as global co-ordinators (the “Global Co-ordinators” and each, a “Global Co-ordinator”);

(5)                                 CITIBANK, N.A. as bookrunner (the “Bookrunner”);

(6)                                 CITIBANK, N.A., THE EXPORT-IMPORT BANK OF CHINA and BANK OF CHINA, NEW YORK BRANCH as mandated lead arrangers (the “Mandated Lead Arrangers” and each, a “Mandated Lead Arranger”);

(7)                                 THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as lenders (the “Original Lenders” and each, an “Original Lender”);

(8)                                 THE BANKS AND FINANCIAL INSTITUTIONS listed in Part C of Schedule 1 (The Parties) as hedge counterparties (the “Hedge Counterparties” and each a, “Hedge Counterparty”);

(9)                                 CITIBANK, N.A., LONDON BRANCH as ECA agent (the “ECA Agent”) and as ECA co-ordinator (the “ECA Co-ordinator”);

(10)                          NORDEA BANK FINLAND PLC, NEW YORK BRANCH as agent of the other Finance Parties (the “Facility Agent”); and

(11)                          NORDEA BANK FINLAND PLC, NEW YORK BRANCH as security agent for the Secured Parties (the “Security Agent”).

BACKGROUND

(A)                               The Lenders have agreed to make available to the Borrower a term loan facility of up to $385,227,495.

(B)                               The Hedge Counterparties may enter into interest rate swap transactions with the Borrower from time to time to hedge the Borrower’s exposure under this Agreement to interest rate fluctuations.

OPERATIVE PROVISIONS

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SECTION 1

INTERPRETATION

1                                         DEFINITIONS AND INTERPRETATION

1.1                               Definitions

In this Agreement:

“Acceptable Accounting Firm” means Deloitte & Touche LLP, PricewaterhouseCoopers, Ernst & Young or KPMG, or such other recognized accounting firm as the Facility Agent may, with the consent of the Required Lenders, approve from time to time in writing, such approval not to be unreasonably withheld.

“Account Bank” means Nordea Bank Finland plc acting through its office at 1211 Avenue of the Americas, 23rd Floor, New York, NY 10036.

“Accounts” means the Earnings Accounts, the Minimum Liquidity Account and the Debt Service Reserve Account.

“Account Security” means a document creating Security over any Account in agreed form.

“Addendum to Mortgage” means, in relation to a Ship, an addendum to mortgage executed by the Security Agent and the Owner Guarantor owning that Ship in agreed form.

“Additional Collateral” shall mean additional Security satisfactory to the Required Lenders created in favour of the Security Agent to cure non-compliance with Clause 25 (Security Cover) (it being understood that cash collateral comprised of Dollars (which shall be valued at par) shall be deemed satisfactory), pursuant to security documentation in agreed form, in an aggregate amount at least sufficient to cure such non-compliance.

“Advance” means the borrowing of all or part of a Vessel Loan under this Agreement.

“Affected Lender” has the meaning given to it in paragraph (b) of Clause 10.2 (Market disruption).

“Affiliate” means, with respect to any Person, any other Person (including, for purposes of Clause 21.30 (Other transactions), 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 Clause 21.30 (Other transactions), an Affiliate of the Parent Guarantor shall include any Person that directly or indirectly owns more than 5% of any class of the capital stock of the Parent Guarantor and any officer or director of the Parent Guarantor 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, neither the Facility Agent, nor the Security Agent, the ECA Agent nor the Mandated Lead Arrangers nor any Lender (or any of their respective Affiliates) shall be deemed to constitute an Affiliate of the Parent Guarantor or its Subsidiaries in connection with the Finance Documents or its dealings or arrangements relating thereto.

“Aggregate Collateral Vessel Value” means at any time, the aggregate of the Fair Market Value of all the Ships which are, in each case, subject to a Mortgage.

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“Amending and Restating Deed” means the amending and restating deed dated                    2016 and made between, amongst others, the Parties.

“Anti-Bribery and Corruption Laws” means the US Foreign Corrupt Practices Act of 1977 as amended and the rules and regulations thereunder, the UK Bribery Act of 2010, and/or any similar laws, rules or regulations issued, administered or enforced by the United States, United Kingdom, the European Union or any of its member states, or any other country or Governmental Agency having jurisdiction over any Finance Party, Sinosure or any Obligor.

“Appraisal” means, with respect to a Ship, a written appraisal provided by an Approved Appraiser in favour of the Facility Agent for the purposes of determining the Fair Market Value of such Ship.

“Approved Appraiser” means Fearnleys, Clarksons, Braemar Seascope, Maersk Broker K.S., Lorentzen & Stemoco and Simpson Spence & Young (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent.

“Approved Classification” means, in relation to a Ship, as at the date of this Agreement, the dual classification with (a) China Classification Society (“CCS”) and (b) the Approved Classification Society specified in relation to that Ship in Schedule 8 (Details of the Ships) or the equivalent classification with another Approved Classification Society.

“Approved Classification Society” means American Bureau of Shipping (“ABS”), DNV GL Group (“DNV”), Lloyd’s Register (“LR”), Nippon Kaiji Kyokai (“NKK”), Bureau Veritas (“BV”)  or any other classification society approved in writing by the Facility Agent.

“Approved Commercial Manager” means, in relation to a Ship, Navig8 Pte. Ltd., Navig8 Asia Pte. Ltd., VL8 Management Inc., the Parent Guarantor, any of its Affiliates, or such other person approved in writing by the Facility Agent acting with the authorization of the Required Lenders as the commercial manager of that Ship, any of whom may also engage reputable third-parties to perform specific tasks or, if such Ship is entered into a Pool Agreement, the Pool Manager.

“Approved Flag” shall have the meaning provided in Clause 24.2 (Flag of Ships; Citizenship; Ship Classification).

“Approved Insurance Broker” means Bankserve, Willis, Aon, Marsh, Leeds and Leeds and any other firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorization of the Required Lenders.

“Approved Manager” means, in relation to a Ship, the Approved Commercial Manager or the Approved Technical Manager of that Ship.

“Approved Technical Manager” means, in relation to a Ship, Northern Marine Management Ltd., Anglo-eastern Shipmanagement (Singapore) Pte. Ltd., Anglo-eastern International (Macao Commercial Offshore) Limited, Wallem Shipmanagement Limited, Selandia Ship Management Pte. Ltd., Selandia Ship Management (India) Pvt. Ltd., Selmar Ltd, the Parent Guarantor, any of its wholly owned subsidiaries or such other person approved in writing by the Facility Agent acting with the authorization of the Required Lenders as the technical manager of that Ship, any of whom may also engage reputable third-parties to perform specific tasks.

“Assignment of Builder’s Warranties” means in relation to a Ship, the assignment of builder’s warranties in respect of that Ship entered into or to be entered into by the Owner Guarantor owning that Ship and the Security Agent in the agreed form.

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“Assignment of Hedging Agreement” means a first assignment of the rights and interests of the Parent Guarantor or the Borrower (as the case may be), in any Hedging Agreement entered into or to be entered into between the Parent Guarantor or the Borrower (as the case may be) and the Security Agent, in agreed form.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Authorization” means an authorization, consent, approval, resolution, license, exemption, filing, notarization, legalization or registration.

“Availability Period” means in relation to each Vessel Loan, the period from and including the date of this Agreement up to and including,

(a)                                 the earliest of:

(i)            the Delivery Date of the Ship to which that Vessel Loan relates;

(ii)           the date falling 180 days from the Scheduled Delivery Date of the Ship to which that Vessel Loan relates; and

(iii)          31 May, 2017, or

(b)                                 such later date as may be agreed by the Lenders and Sinosure with the Borrower.

“Available Commitment” means, in relation to a Lender in respect of a Vessel Loan, such Lender’s Commitment minus:

(a)                                 the amount of its Contribution in such outstanding Vessel Loan; and

(b)                                 in relation to any proposed Utilisation, the amount of its Contribution in any Advance that is due to be made on or before the proposed Utilisation Date.

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment under all Vessel Loans.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time.

“Balloon Repayment” means in relation to each Vessel Loan, an amount equal to such Vessel Loan as at the date of its Utilisation Date minus all Repayment Instalments for such Vessel Loan.

“Bank Secrecy Act” means the U.S. Bank Secrecy Act of 1970.

“Basel II” has the meaning ascribed to it under Clause 13.3 (Exceptions).

“Basel III” means:

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(a)                                 the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b)                                 the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(c)                                  any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

“Blue Mountain Indebtedness” means unsecured Financial Indebtedness incurred by the Parent Guarantor, pursuant to that certain note and guarantee agreement, dated as of March 28, 2014, among Parent Guarantor, as borrower and Blue Mountain Capital Management, LLC and certain of its affiliates, as purchasers (as amended, restated, replaced or modified from time to time provided that after giving effect to any such amendment, restatement, replacement or modification (including in respect of any Permitted Blue Mountain Refinancing Indebtedness) the Blue Mountain Indebtedness Requirements shall be satisfied), in an initial aggregate principal amount not to exceed $131,600,000, as such amount may be (i) increased to include the amount of interest accrued after March 28, 2014 and capitalized or paid in kind in accordance with the terms thereof and other amounts payable in connection therewith and/or (ii) decreased pursuant to principal prepayments thereof permitted pursuant to Clause 21.28 (Dividends).

“Blue Mountain Indebtedness Requirements” shall mean with respect to the Blue Mountain Indebtedness or any amendment, restatement, replacement or other modification thereof that:

(a)                                 such Financial Indebtedness shall mature no earlier than March 28, 2020 and shall not require any scheduled amortization, mandatory redemption or prepayment prior to such date (other than any prepayment required (i) from the net cash proceeds from the disposition of any Equity Interests of Subsidiary V Inc., or any assets of the Subsidiary V Inc. and/or its Subsidiaries and/or (ii) upon a change of control (as defined in the documentation governing such Financial Indebtedness) or acceleration of such Financial Indebtedness following an event of default thereunder);

(b)                                 such Financial Indebtedness shall not be secured or guaranteed by any Subsidiary of the Parent Guarantor other than Subsidiary V Inc.;

(c)                                  such Financial Indebtedness shall permit the Parent Guarantor at its option to make all interest payments thereunder in kind or in cash and to the extent that the documentation governing the Financial Indebtedness contains any financial maintenance covenant (other than a collateral maintenance test) applicable to the Parent Guarantor that is more favourable to the lenders or providers thereunder than to the Lenders herein, this Agreement shall automatically be amended to include such more favourable financial maintenance covenant (including any definitions used therein) without any further action or consent of the Borrower and the Facility Agent shall be permitted to amend this Agreement to reflect such financial maintenance covenant (it being understood and agreed that the Borrower

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shall be deemed to have consented to such amendment and authorized the Facility Agent to effect such amendment on its behalf).

“Break Costs” means other than the CEXIM Prepayment Fee, the amount (if any) by which:

(a)                                 the interest which a Lender should have received for the period from the date of receipt of all or any part of its Contribution in the Loan or Unpaid Sum to the last day of the current Interest Period in relation to the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)                                 the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Bridging Facility” means the term loan facility of up to $60,174,000 provided by Citibank, N.A., New York Branch to the Borrower to finance the payment of the Delivery Instalment of Ship A to the relevant Seller.

“Builder” means Shanghai Waigaoqiao Shipbuilding Co., Ltd., a corporation organised and existing under the laws of the PRC having its registered office at 3001 Zhouhai Road, Pudong New District, Shanghai 200137, the People’s Republic of China.

“Business Day” means a day except Saturday, Sunday and any day which shall be in London, New York, Hong Kong, Oslo and Beijing, a legal holiday or a day in which banking institutions are authorized or required by law or other government action to close.

“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” means:

(a)                                 securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than one year from the date of acquisition;

(b)                                 time deposits, certificates of deposit or deposits in the interbank market of any commercial bank of recognized standing organized under the laws of the United States of America, any state thereof or any foreign jurisdiction having (x) capital and surplus 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

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Moody’s with maturities of not more than one year from the date of acquisition by such Person;

(c)                                  repurchase obligations with a term of not more than ninety (90) days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above;

(d)                                 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;

(e)                                  investments in money market funds substantially all of whose assets are comprised of the types described in clauses (a) through (d) above; and

(f)                                   such other securities or instruments as the Required Lenders shall agree in writing.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), as amended by the Superfund Amendments Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.).

“CEXIM” means The Export-Import Bank of China.

“CEXIM Prepayment Fee” means a non-refundable prepayment fee of an amount equivalent to 0.50% of any prepaid amount of CEXIM’s Contribution.

“Charter” means, in relation to a Ship, any charter relating to that Ship, or other contract for its employment, whether or not already in existence.

“Change of Control” means:

(a)                                 in respect of the Borrower, the occurrence of any act, event or circumstance that without prior written consent of all the Lenders results in the Parent Guarantor owning directly or indirectly less than 100% of the issued and outstanding Equity Interests in the Borrower;

(b)                                 in respect of an Owner Guarantor and/or a Hedge Guarantor, the occurrence of any act, event or circumstance that without prior written consent of all the Lenders results in the Parent Guarantor owning directly or indirectly less than 100% of the issued and outstanding Equity Interests in that Owner Guarantor and/or Hedge Guarantor (except as permitted under Clause 21.22(a) (Disposals); and

(c)                                  in respect of the Parent Guarantor, save with the prior written consent of the Required Lenders:

(i)                                     a “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), is or shall be the “beneficial owner” (as so defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) or otherwise have obtained ownership or control, directly or indirectly, of 35% or more on a fully diluted basis of the voting and/or economic interest in the Parent Guarantor’s Equity Interests; or

(ii)                                  the replacement of a majority of the directors on the board of directors of the Parent Guarantor over a two-year period from the directors who constituted the board of directors of the Parent Guarantor at the beginning

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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 Guarantor 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 were previously so approved; or

(iii)                               none of the following shall be a director of the Parent Guarantor: (a) Mr. Peter Georgiopoulous, (b) Mr. Gary Brocklesby or (c) Mr. Nicolas Busch; or

(iv)                              a “change of control” or similar event shall occur as provided in any outstanding Financial Indebtedness (excluding Financial Indebtedness with an aggregate principal amount of less than $20,000,000) of the Parent Guarantor or any of its Subsidiaries (or the documentation governing the same).

“Code” means 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.

“Commercial Management Agreement” means, in relation to a Ship, the form of agreement entered into between the relevant Owner Guarantor and the Approved Commercial Manager regarding the commercial management of that Ship in agreed form.

“Commission” or “SEC” means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act.

“Commitment” means:

(a)                                 in relation to an Original Lender, the amount set opposite its name in the 3rd column of Schedule 4 (Commitments) and the amount of any other Commitment transferred or assigned to it under this Agreement; and

(b)                                 in relation to any other Lender, the amount of any Commitment transferred or assigned to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate in the form set out in Schedule 7 (Form of Compliance Certificate) or in any other form agreed between the Parent Guarantor and the Facility Agent.

“Confidential Information” means all information relating to any Transaction Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a)                                 any member of the Group or any of its advisers; or

(b)                                 another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

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in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes any Funding Rate or information that:

(i)            is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 45 (Confidential Information); or

(ii)           is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii)          is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Confidentiality Undertaking” means a confidentiality undertaking in any form agreed between the Borrower and the Facility Agent.

“Compensation Notice” means a notice issued by Sinosure following (a) the application of a claim applied by the ECA Agent (on behalf of the Lenders) in connection with a Sinosure Insurance Policy and (b) the issuance of a claim opinion by Sinosure.

“Consolidated Cash Interest Expense” means, for any period,

(a)                                 the total consolidated interest expense paid or payable in cash of the Parent Guarantor 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, any Hedging Agreement, any Non-Lender Hedging Agreement or any Other Hedging Agreement) 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 paragraph (a)), the amortization of any deferred financing costs for such period and any interest expense actually “paid in kind” or accreted during such period, plus

(b)                                 without duplication, that portion of Capitalized Lease Obligations of the Parent Guarantor and its Subsidiaries on a consolidated basis representing the interest factor for such period, minus

(c)                                  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, including, without limitation, noncash interest payments, the interest component of capitalized lease obligations, net payments, if any, made (less net payments, if any, received), pursuant to any interest rate hedging agreements (including without limitation, any Hedging Agreements) or any Other Hedging Agreements,

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amortization or write off of deferred financing fees, debt issuance costs, commissions, fees and expenses and to the extent not reflected in consolidated interest, any losses on any interest rate hedging agreements (including without limitation, any Hedging Agreements) or any Other Hedging Agreements, associated with Financial Indebtedness for such period (whether amortized or immediately expensed),

(ii)           consolidated income tax expense for such period, including, without limitation, penalties and interest related to such taxes or arising from any tax examinations and tax expense in respect of repatriated funds,

(iii)          any gross transportation tax expense for such period,

(iv)          all amounts attributable to depreciation, amortization and impairment charges, including, without limitation, amortization of intangible assets (including goodwill) and amortization of deferred financing fees or costs for such period,

(v)           any extraordinary losses, expenses or charges for such period, including, without limitation, accruals and payments for amounts payable under executive compensation agreements, severance costs, relocation costs, retention and completion bonuses and losses realized on disposition of property outside of the ordinary course of business and operating expenses directly attributable to the implementation of cost savings initiatives, and losses relating to activities constituting a business that is being terminated or discontinued,

(vi)          any non-cash management retention or incentive program payments for such period, including any accelerated charges relating to option plans,

(vii)         non-cash restricted stock compensation, including, without limitation, any restricted stock units,

(viii)        any non-cash charges or losses, including, without limitation, non-cash compensation expenses for such period, adjustments to bad-debt reserves, losses recognized in respect of postretirement benefits as a result of the application of FASB ASC 715, losses on minority interests owned by any person, all losses from investments recorded using the equity method and the noncash impact of accounting changes or restatements less any extraordinary gains for such period,

(ix)          any losses from the sales of any Ship for such period,

(x)           all costs and expenses incurred 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 Loan and such prepayments are applied to reduce the relevant payments due under the Finance Documents,

(xi)          non-recurring costs, charges, accruals, reserves and business optimization expense, including, without limitation, any severance and restructuring costs, integration costs related to acquisitions after the date of this Agreement, project start-up costs, transition costs, cost related to the opening, closure and/or consolidation of offices and facilities (including, without limitation, fees and expenses incurred in connection with the

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winding up of all of the Parent Guarantor and its Subsidiaries’ activities and operations in Portugal), contract termination costs, systems establishment costs, and excess pension charges,

(xii)         all non-recurring fees, costs and expenses related to any litigation or settlements,

(xiii)        any proceeds from business interruption insurance,

(xiv)        any charges, losses, lost profits, expenses or write-offs to the extent indemnified or insured by a third party to the extent that coverage has not been denied and so long as such amounts are actually reimbursed to the Parent Guarantor or any of its Subsidiaries within one year after the related amount is first added to Consolidated EBITDA pursuant to this paragraph (xv),

(xv)         cash expenses relating to earn outs and similar obligations, and

(xvi)        all costs and expenses incurred in connection with the Finance Documents, the Finance Documents (as defined in the credit agreement for the Korean Facility) and the Credit Documents (as defined in the Re-financing Facility Credit Agreement), and

(b)                                 subtracting therefrom the following to the extent added in calculating such Consolidated Net Income:

(i)            any extraordinary gains for such period;

(ii)           any gains from the sales of any Ship for such period; and

(iii)          any gains realized on disposition of property not in the ordinary course

Unless otherwise agreed to by the Facility Agent, for purposes of this definition of “Consolidated EBITDA,” “non-recurring” means any expense, loss or gain as of any date that (x) did not occur in the ordinary course of the Parent Guarantor or its Subsidiaries’ business; (y) 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; and (z) any fees, expenses or charges related to any equity offering, investment or Financial Indebtedness or amendments thereto permitted by this Agreement, whether or not consummated.

“Consolidated Indebtedness” shall mean, with respect to any Person, as at any relevant date, (x) the aggregate outstanding principal amount of the Loan under this Agreement and the loans under the Re-financing Facility and the Korean Facility, plus (y) the aggregate outstanding principal amount of any other Financial Indebtedness of the Parent Guarantor or any of its Subsidiaries permitted pursuant to Clause 21.25(g) (Financial Indebtedness).

“Consolidated Leverage Ratio” shall mean, at any date of determination, the ratio of Consolidated Net Indebtedness of the Parent Guarantor and its Subsidiaries on such date to Consolidated Total Capitalization of the Parent Guarantor and its Subsidiaries on such date.

“Consolidated Net Income” shall mean, for any period, the consolidated net after tax income of the Parent Guarantor and its Subsidiaries for such period determined in accordance with GAAP; provided that for purposes of calculating Consolidated Net Income in

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connection with Clause 21.28(b) (Dividends), Consolidated Net Income shall be adjusted by adding thereto the non-cash charges set forth in Schedule 14 (Non-cash charges) to the extent deducted in determining consolidated net after-tax income for such period and any gain on the sale of assets which are designated by the Parent Guarantor as being included in the Excess Asset Sale Proceeds Amount shall be excluded.

“Consolidated Net Indebtedness” shall mean, with respect to any Person, as at any relevant date, (x) Consolidated Indebtedness less (y) an amount equal to the Unrestricted Cash and Cash Equivalents of the Parent Guarantor and its Subsidiaries as at such date.

“Consolidated Tangible Net Worth” shall mean, at any time of determination for any Person, the Net Worth of such Person and its Subsidiaries at such time determined on a consolidated basis in accordance with GAAP minus goodwill.

“Consolidated Total Capitalization” shall mean, at any time of determination for any Person, the sum of Consolidated Net Indebtedness of such Person at such time and Consolidated Tangible Net Worth of such Person at such time.

“Constitutional Documents” with respect to any Obligor means the Memorandum of Association or Certificate of Incorporation, as the case may be, Certificate of Formation (including, without limitation, by the filing or modification of any certificate of designation made prior to the date of this Agreement), By-Laws, limited liability company agreement or partnership agreement (or equivalent organizational documents).

“Contingent Extras” means, in relation to a Ship, an amount equivalent to the aggregate of unforeseen costs and expenses (including the cost of extras) as permitted by the terms of the Shipbuilding Contract relating to such Ship incurred during the period commencing from the date of this Agreement up to and including the Delivery Date of such Ship and which are documented in such form and substance acceptable to the Facility Agent (including by any relevant supplemental agreements to such Shipbuilding Contract), provided that the aggregate of such amount shall not exceed $500,000 in relation to such Ship.

“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.

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“Contract Price” means, in relation to a Ship, the aggregate of (i) the price payable for that Ship under its Shipbuilding Contract and (ii) the Contingent Extras for that Ship, subject to adjustment as provided in such Shipbuilding Contract pursuant to the terms thereof.

“Contract Price Instalment” means, in relation to a Ship, each instalment of the Contract Price payable under the Shipbuilding Contract relating to that Ship.

“Contribution” means, in relation to a Lender, the part of the Loan, an Advance or, as the context may require, a Vessel Loan which is owing to that Lender.

“Debt Service Coverage Ratio” shall mean, for any period, the ratio of the Consolidated EBITDA for such period to the aggregate of (a) the scheduled principal repayments in respect of Consolidated Indebtedness for such period and (b) the Consolidated Cash Interest Expense for such period.

“Debt Service Reserve Account” means:

(a)                                 an account in the name of the Parent Guarantor with the Account Bank designated “Gener8 Maritime, Inc. — Debt Service Reserve Account (Sinosure)”; or

(b)                                 any other account (with that or another office of the Account Bank or with a bank or financial institution other than the Account Bank) which is designated by the Facility Agent with the approval of the Parent Guarantor (such consent not to be unreasonably withheld or delayed), as such account for the purposes of this Agreement.

“Debtor Relief Laws” shall mean the U.S. Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means an Event of Default or a Potential Event of Default.

“Default Period” means, with respect to any Lender, the period during which such Lender is a Defaulting Lender.

“Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in effect.

“Delegate” means any delegate, agent, attorney, co-trustee or other person appointed by the Security Agent.

“Delivery Date” means, in relation to a Ship, the date on which that Ship is delivered by the relevant Seller to the relevant Owner Guarantor designated or to be designated as receiving delivery of such Ship pursuant to the relevant Shipbuilding Contract.

“Delivery Instalment” means, in relation to a Ship, the delivery instalment of the relevant Contract Price payable under the relevant Shipbuilding Contract.

“Disbursement Authorization” has the meaning given in paragraph (b) of Clause 5.8 (Prepositioning of funds).

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“Disruption Event” means either or both of:

(a)                                 a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any Obligor; or

(b)                                 the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party or, if applicable, any Obligor preventing that, or any other, Party or, if applicable, any Obligor:

(i)            from performing its payment obligations under the Finance Documents; or

(ii)           from communicating with other Parties or, if applicable, any Obligor in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, any Obligor.

“Dividend” means, 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, 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 date of this Agreement (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interests), including Stock Buy-Backs, 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 date of this Agreement (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, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.  For the avoidance of doubt, (i) any non-cash anti-dilution adjustments under the warrants listed on in Schedule 14 (Non-cash charges) shall not constitute a Dividend and (ii) payments under the indemnification provisions of the Merger Agreement shall constitute a Dividend.

“Document of Compliance” has the meaning given to it in the ISM Code.

“dollars” and “$” mean the lawful currency, for the time being, of the U.S.

“Earnings” means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Owner Guarantor owning that Ship or the Security Agent and which arise out of the use or operation of that Ship, including (but not limited to):

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(a)                                 the following, save to the extent that any of them is, as of the date of this Agreement or with the prior written consent of the Facility Agent, pooled or shared with any other person:

(i)            all freight, hire and passage moneys;

(ii)           compensation payable to the Owner Guarantor owning that Ship or the Security Agent in the event of requisition of that Ship for hire;

(iii)          remuneration for salvage and towage services;

(iv)          demurrage and detention moneys;

(v)           damages for breach (or payments for variation or termination) of any charter party or other contract for the employment of that Ship;

(vi)          all moneys which are at any time payable under any Insurances in relation to loss of hire;

(vii)         all monies which are at any time payable to the Owner Guarantor owning that Ship in relation to general average contribution; and

(b)                                 if and whenever that Ship is employed on terms whereby any moneys falling within sub-paragraphs (i) to (vii) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship.

“Earnings Account” means, in relation to an Owner Guarantor:

(a)                                 an account in the name of that Owner Guarantor with the Account Bank designated “Earnings Account”; or

(b)                                 any other account (with that or another office of the Account Bank or with a bank or financial institution other than the Account Bank) which is designated by the Facility Agent with the approval of the Parent Guarantor (such consent not to be unreasonably withheld or delayed), as such account for the purposes of this Agreement.

“ECP” means an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder.

“EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval system maintained by the SEC.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Environmental Claims” means 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:

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(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.

“Environmental Law” means any applicable federal, state, foreign, or local statute, legal requirements, law, treaty, protocol, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, deed or rule of common law, now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, to the extent binding on the Parent Guarantor 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. § 5101 et seq.; 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 an Approved Classification Society in respect of any Ship.

“Equity Interests” of any person means:

(a)                                 any and all shares and other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such person; and

(b)                                 all rights to purchase, warrants or options or convertible debt (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such person.

“Equity Proceeds Amount” shall mean, on any date, the amount of Net Cash Proceeds received by the Parent Guarantor from the issuance of Equity Interests of the Parent Guarantor after the date of this Agreement less the amount of Dividends paid by the Parent Guarantor and any cash payments in respect of Blue Mountain Indebtedness made pursuant to Clause 21.28 (Dividends) prior to such date.

“ERISA” means the U.S. 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” means any trade or business (whether or not incorporated) which together with the Parent Guarantor or a Subsidiary of the Parent Guarantor would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“Event of Default” means any event or circumstance specified as such in Clause 27 (Events of Default).

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“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and any successor act thereto, and (unless the context otherwise requires) includes the rules and regulations of the Commission promulgated thereunder.

“Excess Asset Sale Proceeds Amount” means the amount of net cash proceeds received by the Parent Guarantor and its Subsidiaries from the sale of any assets consummated on or after the date of this Agreement (after the payment of any Financial Indebtedness required to be repaid as a consequence of the sale of such assets), which are designated by the Parent Guarantor at any time after such sale to be included in the Excess Asset Sale Proceeds Amount; provided that the Parent may not make such a designation if a Restricted Payment has been made under Clause 21.28 (Dividends) and such Restricted Payment would not have been permitted under such Clause if such amount of gain from the sale of such assets had been excluded from Consolidated Net Income at the time such Restricted Payment was made.

“Excluded Hedging Obligation” means, with respect to a Hedge Guarantor, any Hedging Obligation if, and to the extent that, all or a portion of the guarantee of such Hedge Guarantor of, or the grant by such Hedge Guarantor of a security interest to secure, such Hedging Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Hedge Guarantor’s failure for any reason to constitute an ECP at the time the guarantee of such Hedge Guarantor or the grant of such security interest becomes effective with respect to such Hedging Obligation. If a Hedging Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient,

(a)                                 Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, imposed as a result of such Recipient being organized under the laws of, or having (or having had) its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof);

(b)                                 Taxes attributable to such Recipient’s failure to comply with Clause 12.2(c) (Tax Gross-up); and

(c)                                  any U.S. federal withholding Taxes imposed under FATCA.

“Executive Order” has the meaning provided in paragraph (a) of Clause 18.17 (Sanctions).

“Existing Indebtedness” has the meaning provided in Clause 18.21 (Indebtedness).

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

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“Fair Market Value” means, in relation to a Ship or any other vessel, at any date, the fair market value of that Ship or vessel shown by the arithmetic mean of two valuations, each:

(a)                                 as at a date not more than 14 Business Days previously;

(b)                                 prepared by Approved Appraisers which shall be selected by the Parent Guarantor;

(c)                                  for and addressed to the Facility Agent;

(d)                                 with or without physical inspection of that Ship or vessel (as the Facility Agent may require); and

(e)                                  on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any Charter or other contract of employment (and with no value to be given to any pooling arrangements),

after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale, provided that if a range of values is provided in a particular appraisal, then the Fair Market Value in such appraisal shall be deemed to be the arithmetic median of such values and if such valuations differ by more than 15% of the lower valuation, a third valuation shall be obtained from another Approved Appraiser selected by the Facility Agent) and the fair market value of that Ship or vessel shall be shown by the arithmetic mean of all three such valuations.

“FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(i) of the Code and any legislation adopted pursuant to any intergovernmental agreement to implement the foregoing.

“Fee Letter” means any letter or letters between any of the Mandated Lead Arrangers, the ECA Co-ordinator, the Facility Agent and the Security Agent and any Obligor setting out any of the fees referred to in Clause 11 (Fees and Sinosure Premium).

“Finance Document” means:

(a)                                 this Agreement;

(b)                                 the Supplemental Agreement;

(c)                                  the Amending and Restating Deed;

(d)                                 any Fee Letter;

(e)                                  each Utilisation Request;

(f)                                   any Security Document;

(g)                                  any Hedging Agreement;

(h)                                 any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or

(i)                                     any other document designated as such by the Facility Agent and the Borrower.

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“Finance Party” means the Bookrunner, the Facility Agent, the Security Agent, the Mandated Lead Arrangers, the Global Co-ordinators, the ECA Co-ordinator, the ECA Agent, a Lender or a Hedge Counterparty.

“Financial Covenants” means the covenants set forth in Clause 20 (Financial Covenants).

“Financial Indebtedness” means any indebtedness for or in relation to:

(a)                                 all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services;

(b)                                 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;

(c)                                  all indebtedness of the types described in paragraphs (a) to (g) of this definition secured by any Security 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);

(d)                                 the aggregate amount required to be capitalized under leases under which such Person is the lessee;

(e)                                  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);

(f)                                   all Contingent Obligations of such Person, and

(g)                                  all obligations under any Hedging Agreement or Other Hedging Agreement,

provided that Financial Indebtedness shall in any event not include trade payables and expenses accrued in the ordinary course of business.

“First Fiscal Quarter Date” means in relation to a Vessel Loan, the Fiscal Quarter Date occurring in the next Fiscal Quarter falling after the Utilisation Date of such Advance.

“Fiscal Quarter” means, in relation to each year, each period of three (3) consecutive months in such year which (a) commences on January 1 of such year and ends on March 31 of such year; (b) commences on April 1 of each year and ends on June 30 of such year; (c) commences on 1 July of such year and ends on 30 September of such year; or (d) commences on 1 October of such year and ends on 31 December of such year.

“Fiscal Quarter Date” means in relation to a Vessel Loan, 21 March, 21 June, 21 September and 21 December of each calendar year commencing from the Utilisation Date of such Vessel Loan.

“Fiscal Year” means, in relation to any person, each period of one (1) year commencing on January 1 of each year and ending on December 31 of such year in respect of which its accounts are or ought to be prepared.

“Flag Jurisdiction Transfer” shall mean the transfer of the registration and flag of a Ship from one Approved Flag to another Approved Flag in accordance with Clause 24.3 (Flag Jurisdiction Transfer).

“Flag Jurisdiction Transfer Date” shall mean the date on which a Flag Jurisdiction Transfer occurs.

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“Foreign Pension Plan” means 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 Guarantor or any one or more of its Subsidiaries primarily for the benefit of employees of the Parent Guarantor or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, and which plan would be covered by Title IV of ERISA but which is not subject to ERISA by reason of Section 4(b)(4) of ERISA.

“Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 10.3 (Cost of funds).

“GAAP” means generally accepted accounting principles in the U.S., including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

“General Assignment” means in relation to a Ship, the general assignment creating Security over the following entered into or to be entered into by the Owner Guarantor owning that Ship and the Security Agent in agreed form:

(a)                                 that Ship’s Earnings;

(b)                                 its Insurances;

(c)                                  any Requisition Compensation;

(d)                                 the relevant Pool Agreement;

(e)                                  the relevant Charter(s); and

(f)                                   the relevant Ship Management Agreement.

“Governmental Authority” means the government of the United Kingdom, the United States, any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Group” means the Parent Guarantor and its Subsidiaries.

“Guarantors” means the Parent Guarantor and the Owner Guarantors (and each, a “Guarantor”).

“Hazardous Materials” means:

(a)                                 any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;

(b)                                 any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous waste,” “hazardous 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

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(c)                                  any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority under Environmental Laws.

“Hedging Agreement” means each ISDA master agreement (together with the schedule thereto) made between the Borrower or the Parent Guarantor (as the case may be) and a Hedge Counterparty for the hedging of the Borrower’s interest rate exposure under this Agreement.

“Hedging Obligation” means, with respect to the Borrower, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Immaterial Subsidiary” means any Subsidiary of the Parent Guarantor (other than an Obligor and any Subsidiary who is an obligor or security provider in relation to the Re-financing Facility and/or the Korean Facility) whose aggregate assets account for less than 5.0% of the consolidated total assets of the Parent Guarantor (as determined in accordance with GAAP) and less than 5.0% of the Consolidated EBITDA of the Parent Guarantor.

“Indemnified Person” has the meaning given to it in Clause 14.2(b) (Other indemnities).

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Finance Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Insurances” means, in relation to a Ship:

(a)                                 all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, effected in relation to that Ship, the Earnings or otherwise in relation to that Ship whether before, on or after the date of this Agreement; and

(b)                                 all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.

“Intercompany Ship Delivery Agreement” means the ship delivery agreement dated 3 September 2015 entered into between amongst others, Subsidiary Inc. and the Borrower, together with the relevant assignment (and if applicable, nomination) agreement in relation to each Ship to be entered into between, amongst others, Subsidiary Inc. and the relevant Owner Guarantor.

“Interest Period” means, in relation to an Advance, the Loan or any part of the Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“ISM Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organization, as the same may be amended or supplemented from time to time.

“ISPS Code” means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

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“ISSC” means an International Ship Security Certificate issued under the ISPS Code.

“Korean Facility” means the term loan facility of up to $963,743,455 provided by certain lenders to Gener8 Maritime Subsidiary VIII Inc. to inter alia, assist its Wholly-Owned Subsidiaries purchase of fifteen (15) x 320,000 dwt very large crude oil carriers pursuant to a facility agreement dated as of 31 August 2015 (as amended and/or supplemented from time to time).

“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” means:

(a)                                 any Original Lender; and

(b)                                 any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 28 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with this Agreement.

“Lender Default” means, as to any Lender:

(a)                                 the wrongful refusal (which has not been retracted) of such Lender to make available its portion of any Utilisation,

(b)                                 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

(c)                                  such Lender having notified the Facility Agent and/or any Obligor:

(i)                                     that it does not intend to comply with its obligations under Clause 5.4 (Lender’s participation) in circumstances where such non-compliance would constitute a breach of such Lender’s obligations under the respective Clause or

(ii)                                  of the events described in the preceding paragraph (b),

provided that, no Lender Default shall occur under paragraph (b) solely as a result of the acquisition or maintenance of an ownership interest in such Lender or Person controlling such Lender or the exercise of control over such Lender or Person controlling such Lender by a Governmental Authority or an instrumentality thereof, so long as such ownership or controlling interest does not result in or provide such Lender with immunity from the jurisdiction of courts within England or United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“LIBOR” means, in relation to any Advance, the Loan, any part of the Loan or any Unpaid Sum:

(a)                                 the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the Interest Period of the relevant Advance, the Loan, the relevant part of the Loan or the Unpaid Sum; or

(b)                                 as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

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“Loan” means the loan to be made available under the Facility or, as the context may require, the aggregate principal amount of Utilisations outstanding for the time being under this Agreement.

“Major Casualty” means, in relation to a Ship, any casualty to that Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the equivalent in any other currency.

“Manager’s Undertaking” means, in relation to a Ship, the letter of undertaking from each of the relevant Approved Managers in respect of such Ship in agreed form.

“Margin” means 2.0% per annum.

“Margin Regulations” means the provisions of Regulations T, U and X of the Board of Governors of the Federal Reserve System.

“Margin Stock” has the meaning provided in Regulation U.

“Material Adverse Effect” means a material adverse effect on:

(a)                                 the business, property, assets, liabilities, condition (financial or otherwise) of any Obligor and its Subsidiaries taken as a whole,

(b)                                 the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights and remedies of any Finance Party under any Finance Documents; or

(c)                                  the ability of any Obligor and its Subsidiaries, taken as a whole, to perform its or their obligations under any Finance Document.

“Maximum Contract Price” means, in relation to a Ship, the maximum contract price set out in the corresponding column under the heading “Maximum Contract Price” in Schedule 8 (Details of the Ships).

“Merger” means the merger of Gener8 Maritime Acquisition, Inc. into Navig8 Crude Tankers, Inc. with the Parent Guarantor as the surviving entity pursuant to the Merger Agreement.

“Merger Agreement” means the agreement and plan of merger dated 24 February 2015 entered into between, amongst others, General Maritime Corporation, Gener8 Maritime Acquisition, Inc. and Navig8 Crude Tankers, Inc. in connection with inter alia, the proposed reverse subsidiary merger between Navig8 Crude Tankers, Inc. and Gener8 Maritime Acquisition, Inc.

“Minimum Liquidity Account” means the account in the name of the Parent Guarantor with the Account Bank designated “Gener8 Maritime, Inc. - Minimum Liquidity Account (Sinosure)”.

“Minimum Liquidity Amount” means $1,500,000 per delivered Ship.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)                                 (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month

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in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)                                 if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)                                  if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“Mortgage” means, in relation to a Ship, a first preferred Marshall Islands ship mortgage on that Ship in agreed form, together with any Addendum to Mortgage relating to that Ship entered into from time to time.

“Multiemployer Plan” means an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) which is a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) and which is currently contributed to by (or to which there is a current obligation to contribute of) the Borrower or a Subsidiary of the Borrower or any ERISA Affiliate (other than any Person who is considered an ERISA Affiliate solely pursuant to subsection (m) or (o) of Section 414 of the Code), and any such “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) to which the Borrower or a Subsidiary of the Borrower or any ERISA Affiliate (other than any Person who is considered an ERISA Affiliate solely pursuant to subsection (m) or (o) of Section 414 of the Code) contributed to or had an obligation to contribute to such “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) during the preceding five-year period.

“Navig8 Group” shall mean Navig8 Ltd. and its Affiliates.

“Net Cash Proceeds” means,

(a)                                 with respect to any Security Assets Disposition, the aggregate cash payments (including any cash received by way of deferred payment pursuant to a note receivable issued in connection with such Security Assets Disposition, other than the portion of such deferred payment constituting interest, but only as and when received) received by the Parent Guarantor or the Borrower or any of their respective Subsidiaries from such Security Assets 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 Guarantor, the Borrower or any of its Subsidiaries as a result of such Security Assets Disposition and

(b)                                 with respect to the issuance of any Equity Interests, the aggregate cash proceeds received by the Parent Guarantor from such equity issuance net of reasonable transaction costs related thereto (including, without limitation, reasonable attorney’s fees).

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“Net Worth” shall mean, as to any Person, the sum of its capital stock, capital in excess of par or stated value of shares of its capital stock, retained earnings and any other account which, in accordance with GAAP, constitutes stockholders’ equity, but excluding treasury stock and the effect of any impairment of intangible assets on and after the date of this Agreement.

“Non-Defaulting Lenders” means all Lenders other than the Defaulting Lender(s).

“Non-Lender” means a bank or financial institution who is not a Lender or an Affiliate of a Lender.

“Non-Lender Designated Transaction” means, in relation to the Borrower, a transaction which fulfils the following requirements:

(a)                                 it is entered into by the Borrower pursuant to a Non-Lender Hedging Agreement with a Non-Lender; and

(b)                                 its purpose is the hedging of all or part of the Borrower’s exposure to fluctuations in:

(i)                                     LIBOR arising from the funding of the Loan, or any part thereof for a period expiring no later than the final Termination Date or

(ii)                                  currency or any other purpose or risks as agreed by a Non-Lender.

“Non-Lender Hedging Agreement” means each ISDA master agreement (together with the schedule thereto) made or to be between the Borrower and a Non-Lender and includes all Non-Lender Designated Transactions from time to time entered into and confirmations of Non-Lender Designated Transactions from time to time exchanged under such master agreement.

“Obligor” means the Borrower, the Parent Guarantor, an Owner Guarantor, or a Hedge Guarantor.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OPA” means the Oil Pollution Act of 1990, as amended, 33 U.S.C. § 2701 et seq.

“Original Financial Statements” means, in relation to the Parent Guarantor, the audited consolidated financial statements of the Group for its Fiscal Year ended 2014.

“Other Hedging Agreement” means any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreement or arrangements designed to protect against fluctuations in currency and commodity values, and shall for the avoidance of doubt, exclude any agreement to hedge interest rate fluctuations.

“Other Permitted Security” has the meaning ascribed thereto in Clause 21.21(a) (Negative pledge).

“Other Taxes” has the meanings ascribed thereto in Clause 12.2(b).

“Overseas Regulations” means the Overseas Companies Regulations 2009 (SI 2009/1801).

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“Owner Guarantor A”, “Owner Guarantor B”, “Owner Guarantor C”, “Owner Guarantor D”, “Owner Guarantor E” and “Owner Guarantor F” have the meanings set out in Schedule 8 (Details of the Ships).

“pari passu”, when used with respect to the ranking of any Financial Indebtedness of any person in relation to other Financial Indebtedness of such person, means that each such Financial Indebtedness:

(a)                                 either (i) is not subordinated in right of payment to any other Financial Indebtedness of such person or (ii) is subordinate in right of payment to the same Financial Indebtedness of such person as is the other and is so subordinate to the same extent; and

(b)                                 is not subordinate in right of payment to the other or to any Financial Indebtedness of such person as to which the other is not so subordinate.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“PATRIOT Act” means the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001.

“Party” means a party to this Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“Permitted Blue Mountain Refinancing Indebtedness” shall mean any Financial Indebtedness of the Parent Guarantor issued or given in exchange for, or the proceeds of which are used to, extend, refinance, renew, replace or refund the Blue Mountain Indebtedness, so long as:

(a)                                 such Financial Indebtedness has a weighted average life to maturity greater than or equal to the weighted average life to maturity of the Blue Mountain Indebtedness;

(b)                                 such extension, refinancing, renewal, replacement or refunding does not:

(i)                                     increase the amount of the Blue Mountain Indebtedness outstanding immediately prior to such extension, refinancing, renewal, replacement or refunding (it being understood and agreed that any premium due under the Blue Mountain Indebtedness shall not constitute an increase in the amount of the Blue Mountain Indebtedness) ; or

(ii)                                  add guarantors, obligors or security from that which applied to the Blue Mountain Indebtedness on the date hereof, and

(iii)                               such Financial Indebtedness otherwise complies with the Blue Mountain Indebtedness Requirements.

“Permitted Encumbrance” means:

(a)                                 in relation to Real Property, easements, rights-of-way, restrictions, encroachments, exceptions to title and other similar charges or encumbrances; and

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(b)                                 in relation to any Ship or any asset which is subject to Security under a Finance Document, any Permitted Security; and

(c)                                  in relation to any other property not referred to in paragraphs (a) and (b) above, charges or encumbrances over such property arising in the ordinary course of business which do not materially diminish the value of such property.

“Permitted Security” means:

(a)                                 Security created by the Finance Documents;

(b)                                 any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(c)                                  liens for unpaid master’s and crew’s wages in accordance with usual maritime practice;

(d)                                 liens for salvage;

(e)                                  liens for master’s disbursements incurred in the ordinary course of trading; and

(f)                                   any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship and not as a result of any default or omission by any Obligor,

provided that such liens do not secure amounts more than 30 days overdue and, in the case of liens for repair or maintenance, such liens do not secure any amounts exceeding $1,000,000.

“Person” means 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” means any “employee pension benefit plan” as defined in Section 3(2) of ERISA, which is currently maintained or contributed to by (or to which there is a current obligation to contribute of) the Borrower or a Subsidiary of the Borrower or any ERISA Affiliate and which is subject to ERISA.

“Pool Agreement” means, in relation to a Ship, a pool management for a duration of 12 months or more entered into or to be entered into by (or as may be novated to) the relevant Owner Guarantor of that Ship and a Pool Manager (as amended and/or supplemented from time to time).

“Pool Manager” means, in relation to a Ship, VL8 Pool Inc., V8 Pool Inc., Unique Tankers LLC, any Affiliate of the Parent Guarantor (provided that the requirements of Clause 21.30 (Other transactions) shall be satisfied with respect thereto) or any other reputable pool manager (provided that the Parent Guarantor shall give the Facility Agent at least 30 days’ prior written notice of the inclusion of the relevant Ship (to which such pool manager relates) in a new Pool Agreement.

“Potential Event of Default” means any event or circumstance specified in Clause 27 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making

27

of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“PRC” means the People’s Republic of China, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.

“Projections” means the Parent Guarantor’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 Guarantor to be reasonable at the time made, together with appropriate supporting details and a statement of underlying assumptions.

“Qualified ECP Guarantor” means, in respect of any Hedging Obligation, each Hedge Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Hedging Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Preferred Stock” means any preferred stock so long as the terms of any such preferred stock:

(a)                                 do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision occurring no earlier than one year after the last Termination Date,

(b)                                 do not require the cash payment of dividends and

(c)                                  any other preferred stock that:

(i)                                     satisfies paragraph (a) of this definition of Qualified Preferred Stock and

(ii)                                  that is otherwise issuable or may be distributed pursuant to a shareholders’ rights plan of the Parent Guarantor; provided, however, any Dividend or similar feature of such Qualified Preferred Stock shall only be declared and paid in accordance with Clause 21.28 (Dividends).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“Rating Agencies” means:

(a)                                 S&P and Moody’s; or

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(b)                                 if S&P or Moody’s or both of them are not making ratings of securities publicly available, a nationally recognized U.S. rating agency or agencies, as the case may be, selected by the Facility Agent with the consent of the Required Lenders, which will be substituted for S&P or Moody’s or both, as the case may be.

“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.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

“Recipient” has the meanings ascribed thereto in Clause 12.5(b).

“Re-financing Facility” means the term loan facility of up to $581,000,000 provided by certain banks and financial institutions to the Parent Guarantor and certain of its Subsidiaries to inter alia, re-finance certain loans obtained by the Parent Guarantor and certain of its Subsidiaries in respect of its existing fleet of ships.

“Re-financing Facility Credit Agreement” means the credit agreement dated 3 September 2015 and to be executed by, inter alios, the Parent Guarantor and certain of its Subsidiaries in respect of the Re-financing Facility (as amended and/or supplemented from time to time).

“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.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Advance” has the meaning given to it in Part B of Schedule 2 (Conditions Precedent).

“Relevant Interbank Market” means the London interbank market.

“Remaining Shipyard Payments” means, as of any date:

(a)                                 the aggregate of (i) the Delivery Instalments payable to the relevant Seller in relation to the Ships and (ii) the delivery instalments payable to the relevant builder(s) of all vessels financed pursuant to the Korean Facility;

minus

(b)                                 the aggregate amounts paid by the Parent Guarantor or its subsidiaries to the relevant builder(s) prior to such date;

minus

(c)                                  the aggregate principal amount of Loan and aggregate Available Commitments of all Lenders under all Vessel Loans and loans and unfunded commitments under the Korean Facility.  For the avoidance of doubt, if the Remaining Shipyard Payments are negative, the Remaining Shipyard Payments shall be deemed to be zero.

“Repayment Date” means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan).

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“Repayment Instalments” has the meaning given to it in Clause 6.1 (Repayment of Loan).

“Repeating Representation” means each of the representations set out in Clauses 18.2 (Corporate / Limited Liability Company/ Limited Partnership Status), 18.3 (Corporate power and authority; legal validity and enforceability), 18.4 (Pari passu ranking), 18.5 (No violation), 18.6 (Government approvals), 18.7 (Financial statements; Financial condition; Undisclosed Liabilities), 18.8 (Litigation), 18.10 (Use of proceeds, Margin Regulations), 18.12 (Subsidiaries), 18.14 (Compliance with statutes etc.), 18.16 (Anti-money laundering; anti-corruption) and 18.17 (Sanctions) and any representation of any Obligor made in any other Finance Document that is expressed to be a “Repeating Representation” or is otherwise expressed to be repeated.

“Reportable Event” means an event described in Section 4043(c) of ERISA with respect to a Plan (other than any Plan maintained by a Person who is considered an ERISA Affiliate solely pursuant to subsection (m) or (o) of Section 414 of the Code or any Multiemployer Plan) that is subject to Title IV of ERISA other than those events as to which the 30-day notice period referred to in Section 4043 is waived.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Required Insurance” means insurance as set forth in Clause 22 (Insurance Undertakings) hereto.

“Required Lenders” means CEXIM and one other Lender provided, further, that if any Lender shall be a Defaulting Lender at such time, then such Defaulting Lender’s Commitment or Contribution in the Loan shall be excluded from the determination of Required Lenders for so long as such Lender is a Defaulting Lender.

“Requisition” means, in relation to a Ship:

(a)                                 any expropriation, confiscation, requisition or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one year without any right to an extension) unless it is within 30 days redelivered to the full control of the relevant Owner Guarantor; and

(b)                                 any arrest, capture, seizure or detention of that Ship (including any hijacking or theft) unless it is within 30 days redelivered to the full control of the Owner Guarantor.

“Requisition Compensation” includes all compensation or other moneys payable by reason of any Requisition.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Restricted Party” means any Person:

(a)                                 that is listed on any Sanctions List or against whom Sanctions are directed (whether designated by name or by reason of being included in a class of person);

(b)                                 that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country which is subject to country-wide or

30

territory wide Sanctions (including without limitation, as at the date of this Agreement, Cuba, the Crimea, Iran, Syria, Sudan and North Korea);

(c)                                  that is directly or indirectly owned or controlled by, or acting on behalf of a Person referred to in clauses (a) and/or (b) above;

(d)                                 with which any Finance Party is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions.

“Restricted Payment” shall have the meaning provided in Clause 21.28 (Dividends).

“Returns” has the meaning provided in paragraph (b) of Clause 18.11 (Tax Returns and Payments).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies Inc., and its successors.

“Safety Management Certificate” has the meaning given to it in the ISM Code.

“Safety Management System” has the meaning given to it in the ISM Code.

“Sanctions” means the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adopted, imposed, administered, enacted and/or enforced by any Sanctions Authority.

“Sanctions Authorities” means:

(a)                                 the United Kingdom;

(b)                                 the United States of America;

(c)                                  the European Union;

(d)                                 the member states of the European Union;

(e)                                  the United Nations; and

(f)                                   any authority acting on behalf of any of them in connection with Sanctions, including without limitation, OFAC and Her Majesty’s Treasury of the United Kingdom.

“Sanctions List” means any list of prohibited persons, vessels or entities published in connection with Sanctions by or on behalf of any Sanctions Authority.

“Scheduled Delivery Date” means, in relation to a Ship, the scheduled date of delivery of that Ship as set out in the corresponding column under the heading “Scheduled Delivery Date” in Schedule 8 (Details of the Ships).

“Screen Rate” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed on page LIBOR01 of the Thomson Reuters screen (or such other service as may be nominated by the ICE Benchmark Administration (or the successor thereto if the ICE Benchmark Administration is no longer making a London Interbank Offered Rate available)) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters; provided

31

that if the Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purpose of this Agreement. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

“Secured Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Obligor to any Secured Party under or in connection with each Finance Document.

“Secured Party” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

“Security” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security interest 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) or any other agreement or arrangement having the effect of conferring security.

“Security Assets” means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Security Assets Disposition” means

(a)                                 the sale, lease, transfer, bareboat charter or other disposition of Security Assets by the Parent Guarantor or any of its Subsidiaries to any Person other than the Parent Guarantor or any Subsidiary of the Parent Guarantor or

(b)                                 any Total Loss of any Ship;

provided, however, that any charter of a Ship shall not be considered a Security Assets Disposition for purposes of Clause 7.6 (Mandatory prepayment on sale or Total Loss).

“Security Document” means:

(a)                                 any Shares Security;

(b)                                 any General Assignment;

(c)                                  any Assignment of Builder’s Warranties;

(d)                                 any Assignment of Hedging Agreement;

(e)                                  any Mortgage;

(f)                                   any Account Security;

(g)                                  any Manager’s Undertaking;

(h)                                 any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or

(i)                                     any other document designated as such by the Facility Agent and the Borrower.

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“Security Period” means the period starting on or about the date of this Agreement (but no later than the first Utilisation Date) and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

“Security Property” means:

(a)                                 the Transaction Security expressed to be granted in favour of the Security Agent as security agent for the Secured Parties and all proceeds of that Transaction Security;

(b)                                 the Security Agent’s interest in any trust created under the Finance Documents; and

(c)                                  any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties,

except:

(i)                                     rights intended for the sole benefit of the Security Agent; and

(ii)                                  any moneys or other assets which the Security Agent has transferred to the Facility Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.

“Security Requirements” means, with respect to a Ship, each of the requirements set out in Clause 24.4(Security Requirements).

“Seller” means:

(a)                                 in relation to Ship A and Ship B, the Builder; and

(b)                                 in relation to Ship C, Ship D, Ship E and Ship F the Builder and China Shipbuilding Trading Company, Limited.

“Seller’s Bank” has the meaning given in paragraph (b) of Clause 5.8 (Prepositioning of funds).

“Servicing Party” means the ECA Agent, the Facility Agent or the Security Agent.

“Shares Security” means, in relation to each of the Borrower and the Owner Guarantors, a document creating Security over the Equity Interests of the Borrower or as the case may be, such Owner Guarantor, in agreed form.

“Ship” means each of the ships set out in the corresponding column under the heading “Ship” in Schedule 8 (Details of the Ships).

“Ship A”, “Ship B”, “Ship C”, “Ship D”, “Ship E” and “Ship F” have the meanings set out in Schedule 8 (Details of the Ships).

“Shipbuilding Contract” means, in relation to a Ship, the relevant shipbuilding contract set out in the corresponding column under the heading “Shipbuilding Contract” in Schedule 8 (Details of the Ships) entered into or to be entered into by the relevant Seller and the relevant Owner Guarantor or its Affiliate, for the construction of that Ship (as amended and supplemented from time to time with the prior written consent of the Lenders) and

33

including without limitation, supplemented by and read together with the Intercompany Ship Delivery Agreement relating to such Ship (and any assignment and/or novation agreement referred to therein).

“Ship Management Agreement” means a Technical Management Agreement or a Commercial Management Agreement.

“Sinosure” means China Export & Credit Insurance Corporation, a state owned enterprise having its registered office at No. 11 Fenghuiyuan, Xicheng, District, Beijing, the People’s Republic of China.

“Sinosure Insurance Policy” means, in respect of a Ship, the export insurance policy to be issued by Sinosure setting out the terms and conditions of the buyer’s credit insurance, insuring at least 95 per cent of the Vessel Loan outstanding from time to time and the estimated accrued interest thereunder (such estimates to be based on calculations agreed between the ECA Agent and Sinosure) on such terms and conditions acceptable to the Lenders.

“Sinosure Matters” means all communications and dealings with Sinosure in connection with each Sinosure Insurance Policy, any Finance Document, the Borrower and/or any other Obligor or any matters relating thereto (including, without limitation, obtaining any approvals and/or instructions from Sinosure).

“Sinosure Premium” means in relation to an Advance, subject to Clause 33.14 (Sinosure Premium and Sinosure), 3.21% of the aggregate of the relevant Vessel Loan and the estimated accrued interest thereunder (such estimates to be based on calculations agreed between the ECA Agent and Sinosure), and which shall be paid by the date of Utilisation of that Advance.

“Solvent” shall mean, with respect to any Person on a particular date, that on such date:

(a)                                 the sum of the fair market value of the assets, at a fair valuation, of such Person (on a stand-alone basis) and of such Person and its Subsidiaries (taken as a whole) will exceed its or their respective debts;

(b)                                 the sum of the present fair saleable value of the assets of such Person (on a stand-alone basis) and of such Person and its Subsidiaries (taken as a whole) will exceed its or their respective debts;

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(c)                                  such Person (on a stand-alone basis) and such Person and its Subsidiaries (taken as a whole) has or have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature; and

(d)                                 such Person (on a stand-alone basis) and such Person and its Subsidiaries (taken as a whole) will have sufficient capital with which to conduct its or their respective businesses,

and for purposes of this definition, “debt” means any liability on a claim, and “claim” means (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Time” means a day or time determined in accordance with Schedule 15 (Timetables).

“Stock Buy-Back” shall mean, with respect to any Person, that such Person or any Subsidiary of such Person shall have redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration (other than common stock, Qualified Preferred Stock or the right to purchase any such stock of such Person), any shares of any class of its capital stock or membership interests outstanding on or after the date of this Agreement (or any options or warrants issued by such Persons with respect to its capital stock).

“Subsidiary” means, with respect to any person:

(a)                                 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

(b)                                 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 Inc.” means Gener8 Maritime Subsidiary Inc., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands.

“Subsidiary V Inc.” means Gener8 Maritime Subsidiary V Inc. (formerly known as VLCC Acquisition I Corporation), a corporation incorporated under the laws of Marshall Islands with registered number 67634 whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

“Supplemental Agreement” means the supplemental agreement dated 28 December 2015 and made between, amongst others, the Borrower, the Parent Guarantor, the Facility Agent and the Security Agent in connection with this Agreement.

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“Taxes” means all taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties imposed with respect thereto.

“Technical Management Agreement” means, in relation to a Ship, the agreement entered into between the relevant Owner Guarantor and the Approved Technical Manager regarding the technical management of such Ship in agreed form.

“Termination Date” means in relation to a Vessel Loan, the date falling 144 Months from the Utilisation Date of that Vessel Loan.

“Test Period” means each period of four consecutive fiscal quarters, in each case taken as one accounting period, ending on 31 March, 30 June, 30 September or 31 December.

“Third Parties Act” has the meaning given to it in Clause 1.5 (Third party rights).

“Total Commitments” means the aggregate of the Commitments, being $385,227,495 as at the date of this Agreement.

“Total Indebtedness” shall mean, at any time, all Financial Indebtedness of the Parent Guarantor and its Subsidiaries at such time.

“Total Loss” means any of the following events:

(a)                                 the actual or constructive total loss of a Ship or the agreed or compromised total loss of a Ship; or

(b)                                 the capture, condemnation, confiscation, expropriation, requisition for title and not hire, purchase, seizure or forfeiture of, or any taking of title to, a Ship or any arrest or detention of that Ship (including any hijacking or theft) unless it is within 30 days redelivered to the full control of the relevant Owner Guarantor.

“Total Loss Date” means in relation to a “Total Loss” of a Ship:

(c)                                  in the event of an actual loss of a Ship, 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 Ship was last heard from;

(d)                                 in the event of damage which results in a constructive or compromised or arranged total loss of a Ship, at the time and on the date of the event giving rise to such damage; or

(e)                                  in the case of any other type of total loss, the date (or the most likely date) on which it appears to the Facility Agent that the event constituting the total loss occurred.

“Transaction Document” means:

(a)                                 a Finance Document;

(b)                                 any Shipbuilding Contract;

(c)                                  any Charter; and

(d)                                 any other document designated as such by the Facility Agent and the Borrower.

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“Transaction Obligor” means an Obligor, any Approved Manager or any other member of the Group who executes a Transaction Document.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

“Transfer Certificate” means a certificate in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

(a)                                 the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)                                 the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

“UCC” means the Uniform Commercial Code of the State of New York.

“Unfunded Current Liability” of any Plan means the amount, if any, as of the most recent valuation date for the applicable Plan, by which the present value of the Plan’s benefit liabilities determined in accordance with actuarial assumptions at such time consistent with those prescribed by Section 430 of the Code and Section 303 of ERISA, exceeds the fair market value of all plan assets allocable to such liabilities under Title IV of ERISA.

“UK Establishment” means a UK establishment as defined in the Overseas Regulations.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Unrestricted Cash and Cash Equivalents” means, when referring to cash or Cash Equivalents of the Parent Guarantor or any of its Subsidiaries, that such cash or Cash Equivalents:

(a)                                 does not appear (or would not be required to appear) as “restricted” on a consolidated balance sheet of the Parent Guarantor or of any such Subsidiary;

(b)                                 are not subject to any Security in favour of any Person other than the Security Agent for the benefit of the Finance Parties; the Security Agent (as defined in the credit agreement for the Korean Facility) and the Collateral Agent (as defined in the Re-financing Facility Credit Agreement) for the benefit of the Secured Creditors under and as defined in the Re-financing Facility Credit Agreement) (provided that any cash or Cash Equivalents of the Parent Guarantor or any Subsidiary that are subject to such Security may be included in the calculation of Minimum Liquidity Amount); or

(c)                                  are otherwise generally available for use by the Parent Guarantor or such Subsidiary.

“U.S.” means the United States of America.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Advance is to be made.

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“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

“VAT” means:

(a)                                 any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b)                                 any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

“Vessel Loan” means in relation to a Ship, the part of the Facility made or to be made available to the Borrower of up to the lowest of (i) 67.5 per cent of the Contract Price of that Ship; (ii) 67.5 per cent of the Maximum Contract Price of that Ship; and (iii) 65 percent of the Fair Market Value of that Ship, or as the context may require, the aggregate principal amount outstanding in relation thereto.

“Wholly-Owned Subsidiary” means, as to any Person,

(a)                                 any corporation 100% of whose capital stock (other than director’s qualifying shares) is at the time directly or indirectly owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person; and

(b)                                 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 directly or indirectly a 100% equity interest at such time.

“Write-down and Conversion Powers” means in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule.

1.2                               Construction

(a)                                 Unless a contrary indication appears, a reference in this Agreement to:

(i)                                     the “Account Bank”, any “Mandated Lead Arranger”, the “Facility Agent”, any “Finance Party”, any “Hedge Counterparty”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent”, the “ECA Agent”, either “Global Co-ordinator”, the “Bookrunner”, the “ECA Co-ordinator”, any “Transaction Obligor” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)                                  “assets” includes present and future properties, revenues and rights of every description;

(iii)                               a liability which is “contingent” means a liability which is not certain to arise and/or the amount of which remains unascertained;

(iv)                              “document” includes a deed and also a letter, email, fax or telex;

(v)                                 “expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;

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(vi)                              a “Finance Document”, a “Security Document” or a “Transaction Document”  or any other agreement or instrument is a reference to that Finance Document or Security Document or Transaction Document or other agreement or instrument as amended or novated;

(vii)                           “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(viii)                        “law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any statute, regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;

(ix)                              “proceedings” means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;

(x)                                 a “person” includes any individual or natural person, firm, corporation, limited liability company, partnership, government, state or agency of a state or any association, trust, joint venture, consortium unincorporated association, joint stock company and trust (whether or not having separate legal personality);

(xi)                              a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organization;

(xii)                           a provision of law is a reference to that provision as amended or re-enacted from time to time;

(xiii)                        a time of day is a reference to New York City time (unless otherwise indicated);

(xiv)                       any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;

(xv)                          words denoting the singular number shall include the plural and vice versa; and

(xvi)                       “including” and “in particular” (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.

(b)                                 The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)                                  Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.

(d)                                 Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under, or in connection with, any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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(e)                                  A Potential Event of Default is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

(f)                                   Any reference to Nordea Bank Finland plc (either directly or indirectly in its capacity as Lender, Global Co-ordinator, Facility Agent and/or Security Agent or any other capacity) in the Finance Documents shall be automatically construed as a reference to Nordea Bank AB (publ) in the event of any corporate reconstruction, merger, amalgamation, consolidation between Nordea Bank Finland plc and Nordea Bank AB (publ) where Nordea Bank AB (publ) is the surviving entity and acquires all the rights of and assumes all the obligations of Nordea Bank Finland plc and nothing in the Finance Documents shall be construed so as to restrict, limit or impose any notification or other requirement or condition on either Nordea Bank Finland plc or Nordea Bank AB (publ) in respect of the acquisition of rights to or assumption of obligations by Nordea Bank AB (publ) hereunder pursuant to such merger.

1.3                               Construction of insurance terms

In this Agreement:

“approved” means, for the purposes of Clause 22 (Insurance undertakings), approved in writing by the Facility Agent;

“excess risks” means, in respect of a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of that Ship in consequence of its insured value being less than the value at which that Ship is assessed for the purpose of such claims;

“obligatory insurances” means all insurances effected, or which any Owner Guarantor is obliged to effect, under Clause 22 (Insurance undertakings) or any other provision of this Agreement or of another Finance Document;

“policy” includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision; and

“war risks” includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83) and includes all risks as set out in the amended version of the AHIS Addendum (April 1, 1984).

1.4                               Agreed forms of Finance Documents

References in Clause 1.1 (Definitions) to any Finance Document being in “agreed form” are to that Finance Document:

(a)                                 in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower and the Facility Agent); or

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(b)                                 in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorization of the Required Lenders or, where Clause 44.1 (Required consents) applies, all the Lenders.

1.5                               Third party rights

(a)                                 Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.

(b)                                 Subject to Clause 44.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(c)                                  Any Receiver, Delegate or any other person described in paragraph (d) of Clause 14.2 (Other indemnities), paragraph (b) of Clause 30.11 (Exclusion of liability) or paragraph (b) of Clause 31.10 (Exclusion of liability) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

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SECTION 2

THE FACILITY

2                                         THE FACILITY

2.1                               The Facility

Subject to the terms of this Agreement, the Lenders agree to make available to the Borrower a dollar term loan facility in six Vessel Loans and all the Vessel Loans shall be in an aggregate amount not exceeding $385,227,495.

2.2                               Finance Parties’ rights and obligations

(a)                                 The obligations of each Finance Party under the Finance Documents are several and not joint.  Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)                                 The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c)                                  Except as otherwise provided in a Finance Document, a Finance Party may not separately sue for any Unpaid Sum due and payable to it or enforce any Security or any other right under a Finance Document.

2.3                               Borrower’s Agent

(a)                                 The Borrower by its execution of this Agreement irrevocably appoints the Parent Guarantor to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorizes:

(i)                                     the Parent Guarantor on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by the Borrower notwithstanding that they may affect the Borrower, without further reference to or the consent of the Borrower; and

(ii)                                  each Finance Party to give any notice, demand or other communication to the Borrower pursuant to the Finance Documents to the Parent Guarantor,

and in each case the Borrower shall be bound as though the Borrower itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)                                 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Parent Guarantor or given to the Parent Guarantor under any Finance Document on behalf of the Borrower or in connection with the Finance Document (whether or not known to the Borrower) shall be binding for all purposes on the Borrower as if the Borrower had expressly made, given or

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concurred with it.  In the event of any conflict between any notices or other communications of the Parent Guarantor and the Borrower, those of the Parent Guarantor shall prevail.

3                                         PURPOSE

3.1                               Purpose

The Borrower shall apply all amounts borrowed by it under the Facility and in relation to each Vessel Loan only for the following purposes:

(a)                                 to re-finance the Bridging Facility;

(b)                                 to on-lend or contribute by way of equity to the Owner Guarantor of the Ship to which such Vessel Loan relates, to finance the payment of Delivery Instalment of that Ship to the relevant Seller or to reimburse the Parent Guarantor or any of its Subsidiaries for its payment of such Delivery Instalment;

(c)                                  to re-finance the funding of the Contract Price Instalments (other than the Delivery Instalment) of the relevant Ship; and

(d)                                 provided that the Parent Guarantor or any of its Subsidiaries has paid or has procured payment, in relation to a Ship, of an amount equivalent to the higher of (A) 32.5% of the Final Contract Price of that Ship and (B) the difference between the Final Contract Price of that Ship and 65% of the Fair Market Value of that Ship (where “Final Contract Price” means the lower of the Contract Price of that Ship and the Maximum Contract Price of that Ship), to be applied as directed by the Parent Guarantor to fund the Debt Service Reserve Account to the extent required by Clause 26.2 (Debt Service Reserve Account)),

provided that each Advance shall not exceed the amount of the Vessel Loan to which it relates.

3.2                               Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

3.3                               Obligors and the Shipbuilding Contracts

(a)                                 Each Obligor’s obligations (including, without limitation, its payment obligations) under each Finance Document are not:

(i)                                     subject to or dependent upon the execution or performance by any Seller or any other person of its obligations under a Shipbuilding Contract (as applicable); and

(ii)                                  in any way affected, prejudiced, discharged or affected by reason of any matter affecting any Shipbuilding Contract and/or Seller,

and each Obligor hereby acknowledges that the foregoing is an essential condition of each Lender’s entry into this Agreement and the other Finance Documents.

(b)                                 Without prejudice to the generality of paragraph (a) above, each Obligor agrees that it will not claim to be relieved of the performance of any of its obligations under this Agreement or any other Finance Document by reason of any failure, delay or default whatsoever on the part of any Seller or any Obligor in the performance of its obligations under any Shipbuilding Contract.

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(c)                                  Each Obligor expressly acknowledges and agrees that its obligations under this Agreement and any other Finance Document are:

(i)                                     unconditional and irrevocable; and

(ii)                                  absolutely, totally and completely independent and separate from any other Obligor’s obligations under any Shipbuilding Contract,

and each Obligor undertakes irrevocably and unconditionally to pay any and all amounts under this Agreement and any other Finance Document when they fall due and shall not raise any defences or exercise any rights against any Finance Party that it may have against any Seller in respect of any Shipbuilding Contract.

4                                         CONDITIONS OF UTILISATION

4.1                               Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless the Facility Agent has received or waived in accordance with Clause 4.4 (Waiver of conditions precedent), all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.

4.2                               Further conditions precedent

The Lenders will be obliged to comply with Clause 5.4 (Lenders’ participation) only if:

(a)                                 on the date of the Utilisation Request and on the proposed Utilisation Date and before the Advance is made available:

(i)                                     no Event of Default is continuing or would result from the proposed Advance;

(ii)                                  no event which would result in an Material Adverse Effect has occurred or would result from the proposed Advance;

(iii)                               the Repeating Representations to be made by each Obligor are true and correct in all material respects (it being understood and agreed that such representations and warranties shall be deemed to have been made on each of the date of the Utilisation Request and the proposed Utilisation Date with reference to the facts and circumstances existing as at such dates, except to the extent that such representations and warranties specifically refer to an earlier date, in which they shall be true and correct in all material respects as of such earlier date (but further provided that the representation made under Clause 18.7 (Financial statements; Financial Condition; Undisclosed Liabilities) which shall be made with reference to the latest financial statements provided under this Agreement and as at the last day of the financial period in relation to which such financial statements relate);

(iv)                              a Change of Control has not occurred;

(v)                                 no event described in paragraphs (a) to (d) of Clause 7.5 (Mandatory cancellation or prepayment on default under Shipbuilding Contract) has occurred in respect of the Ship or Seller or Shipbuilding Contract to which the Utilisation Request relates;

(vi)                              the provisions of paragraph (b) of Clause 10.2 (Market disruption) do not apply;

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(vii)                           the ECA Agent has not received any notice from Sinosure requesting the Lenders to suspend the making of any Advance and/or the Lenders are not required by the terms of any of the Sinosure Insurance Policies to suspend the making of any Advance; and

(viii)                        no occurrence, event or circumstances exist which prohibits any of the Lenders from participating in any Advance pursuant to the terms of any of the Sinosure Insurance Policies;

(b)                                 the Facility Agent and the ECA Agent have received on or before the relevant Utilisation Date, or is satisfied that it will receive when the Advance is made available all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance reasonably satisfactory to the Facility Agent to the extent such documents or other evidence have not been waived in accordance with Clause 4.4 (Waiver of conditions precedent).

4.3                               Notification of satisfaction of conditions precedent

(a)                                 The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent).

(b)                                 Other than to the extent that the Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorize (but do not require) the Facility Agent to give that notification.  The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.4                               Waiver of conditions precedent

If the Lenders, at their discretion, permit an Advance to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrower shall ensure that such conditions are satisfied within five (5) Business Days after the relevant Utilisation Date or such later date as the Facility Agent, acting with the authorization of the Lenders, may agree in writing with the Borrower, provided that in connection with the prepositioning of funds pursuant to Clause 5.8 (Prepositioning of funds), the Facility Agent and the Lenders agree to suspend fulfillment of certain conditions precedent set forth in paragraphs of Part B of Schedule 2 (Conditions Precedent) (the “Closing CPs”) solely for the time period commencing on the Utilisation Date and ending on the relevant Delivery Date, and the Borrower acknowledges and agrees that fulfillment of the Closing CPs to the satisfaction of the Facility Agent (acting on the instructions of the Lenders) shall be required as a condition precedent to the countersignature by a representative of the Facility Agent of the protocol of delivery and acceptance relating to the relevant Ship referred to in paragraph (b)(ii) of Clause 5.8 (Prepositioning of funds).

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SECTION 3

UTILISATION

5                                         UTILISATION

5.1                               Delivery of a Utilisation Request

(a)                                 The Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.

(b)                                 The Borrower may not deliver more than one Utilisation Request under each Vessel Loan.

5.2                               Completion of a Utilisation Request

(a)                                 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)                                     the proposed Utilisation Date is a Business Day within the relevant Availability Period relating to the relevant Vessel Loan;

(ii)                                  the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iii)                               the proposed Interest Period complies with Clause 9 (Interest Periods).

(b)                                 Only one Advance may be requested in each Utilisation Request.

5.3                               Currency and amount

(a)                                 The currency specified in a Utilisation Request must be dollars.

(b)                                 The amount of the proposed Advance must be an amount which is not more than the relevant Vessel Loan and not more than the Maximum Contract Price.

(c)                                  The amount of the proposed Advance must be an amount which is not more than the Available Commitment of all Lenders in relation to the relevant Vessel Loan.

(d)                                 The amount of the proposed Advance must be an amount which would not oblige the Borrower or any other Obligor to provide additional security or prepay part of the Advance if the ratio set out in Clause 25 (Security Cover) were applied and notice was given by the Facility Agent under Clause 25.1 (Minimum required security cover) immediately after the Advance was made.

5.4                               Lenders’ participation

(a)                                 If the conditions set out in this Agreement have been met or waived in accordance with Clause 4.4 (Waiver of conditions precedent), each Lender shall make its Contribution in each Advance available by the Utilisation Date through its Facility Office.

(b)                                 The amount of each Lender’s Contribution in each Advance will be equal to the proportion borne by its Commitment in relation to the relevant Vessel Loan to the Commitments allocated in respect of such Vessel Loan immediately before making that Advance.

(c)                                  The Facility Agent shall notify each Lender of the amount of each Advance and the amount of its Contribution in that Advance by the Specified Time.

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5.5                               Cancellation of Commitments

The Commitments allocated in respect of any Vessel Loan which are unutilised at the end of the Availability Period for such Vessel Loan shall then be cancelled at that time.

5.6                               Payment to third parties

The Facility Agent shall, on each Utilisation Date, pay to, or for the account of, the Borrower the amounts which the Facility Agent receives from the Lenders in respect of that Advance.  That payment shall be made in like funds as the Facility Agent received from the Lenders in respect of each Advance to the account of the Seller and/or such other account which the Borrower specifies in the relevant Utilisation Request.

5.7                               Disbursement of Advance to third party

A payment by the Facility Agent as directed by the Borrower under Clause 5.6 (Payment to third parties) to a person other than the Borrower shall constitute the making of the relevant Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s Contribution in that Advance.

5.8                               Prepositioning of funds

If the Lenders, at the request of the Borrower and on terms acceptable to all the Lenders and in their absolute discretion, agree to preposition funds with any bank for the purposes of any Utilisation of an Advance (such date, the “Preposition Date”):

(a)                                 each Lender agrees to fund its Contribution in such Advance on a day not more than three Business Days prior to the Delivery Date of the Ship to which that Advance relates;

(b)                                 on the relevant Preposition Date, the Facility Agent shall:

(i)                                     preposition an amount equal to the Delivery Instalment of the relevant Ship at a bank or other financial institution acceptable to the Facility Agent and the Required Lenders (where such acceptable bank shall include, for the avoidance of doubt, the Bank of China and/or the Industrial and Commercial Bank of China) (a “Seller’s Bank”) as directed by the Borrower in the relevant Utilisation Request and satisfactory to the Facility Agent (acting on instructions of the Required Lenders), which funds shall be held at the relevant Seller’s Bank in the name and under the sole control of the Facility Agent; and

(ii)                                  issue a SWIFT MT 199 or other similar communication in the form attached as Schedule 16 (Form of MT 199) of this Agreement or such other form and substance acceptable to the Facility Agent (acting on instructions of the Required Lenders) (each such communication, a “Disbursement Authorization”) authorizing the release of such funds by the relevant Seller’s Bank on the relevant Delivery Date upon receipt of a protocol of delivery and acceptance in respect of such Ship duly executed by the relevant Seller and the relevant Owner Guarantor or its Affiliates and countersigned by a representative of the Facility Agent;

(c)                                  the date on which the Lenders fund the relevant Advance constitutes the Utilisation Date in respect of such Advance and the Borrower agrees to pay interest on the amount of the funds so prepositioned at the rate described in Clause 8.1 (Calculation of interest) and so that interest shall be paid together with the first payment of interest on such Advance after the Utilisation Date in respect of it or, if such Utilisation Date does not occur, within three Business Days of demand by the Facility Agent;

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(d)                                 from the date the proceeds of the relevant Advance are deposited at the relevant Seller’s Bank to the relevant Delivery Date (or, if delivery of the relevant Ship does not occur within five (5) Business Days (or such other period as agreed by the Required Lenders) of the Delivery Date specified in the relevant Disbursement Authorization, the date on which the funds are returned to the Facility Agent for redistribution to the Lenders), the Borrower shall be entitled to interest on such Advance at the applicable rate, if any, paid by such Seller’s Bank for such deposited funds;

(e)                                  if the relevant Ship is not delivered five (5) Business Days (or such other period as agreed by the Required Lenders) of the Delivery Date specified in the relevant Disbursement Authorization and the proceeds of the relevant Advance are returned to the Facility Agent and redistributed to the Lenders, (i) the Borrower shall pay all accrued interest and fees in respect of such returned proceeds on the date such proceeds are returned to the Facility Agent and (ii) the Available Commitment of the relevant Vessel Loan of all Lenders will be increased by an amount equal to the aggregate principal amount of the Utilised Advance so returned; and

(f)                                   the Borrower and the Parent Guarantor shall, without duplication, indemnify each Finance Party against any costs, loss or liability it may incur in connection with such prepositioning of funds arrangement (other than by reason of gross negligence or willful misconduct of any Finance Party).

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6                                         REPAYMENT

6.1                               Repayment of Loan

The Borrower shall repay each Vessel Loan by equal consecutive quarterly instalments, each in an amount equal to 1 and 2/3 percent of such Vessel Loan (each, a “Repayment Instalment”) on each Fiscal Quarter Date, commencing on the First Fiscal Quarter Date of such Vessel Loan.  On the Termination Date of each Vessel Loan, the Borrower shall additionally repay the amount of the relevant Balloon Repayment relating to such Vessel Loan.

6.2                               Termination Date

On each Termination Date, the Borrower shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

6.3                               [Intentionally deleted.]

6.4                               Re-borrowing

The Borrower may not re-borrow any part of the Facility which is repaid.

7                                         PREPAYMENT AND CANCELLATION

7.1                               Illegality

(a)                                 If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its Contribution in an Advance or the Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(i)                                     that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(ii)                                  upon the Facility Agent notifying the Borrower, the Available Commitment in respect of any Vessel Loan of that Lender will be immediately cancelled; and

(iii)                               the Borrower shall prepay that Lender’s Contribution in any Vessel Loan on the last day of the Interest Period for such Vessel Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participation prepaid.

(b)                                 Any partial prepayment under this Clause 7.1 (Illegality) shall reduce pro rata for each Vessel Loan the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.

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7.2                               Change of control

If a Change of Control occurs:

(a)                                 the Parent Guarantor or the Borrower shall promptly notify the Facility Agent upon becoming aware of that event; and

(b)                                 if the Required Lenders so require, the Facility Agent shall, by not less than ten Business Days’ notice to the Borrower, cancel the Facility and declare the Loan outstanding, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and all outstanding Loan and amounts will become immediately due and payable.

7.3                               Voluntary and automatic cancellation

(a)                                 The Borrower may, if it gives the Facility Agent not less than ten (10) Business Days’ prior notice, and upon payment of all relevant fees in respect of such prepayment (including without limitation, the relevant CEXIM Prepayment Fee payable under Clause 11.4 (CEXIM Prepayment Fee) in the case of CEXIM’s Contribution), cancel the whole or any part (being a minimum amount of $5,000,000, unless the cancelled amount relates solely to amounts which had been allocated for payment of Contingent Extras) of the Available Facility.

(b)                                 Any cancellation of a Vessel Loan under this Clause shall reduce the Commitments of the relevant Lenders and the amount of that Vessel Loan then unutilised pro rata.

(c)                                  The unutilised Commitment (if any) of each Lender in respect of a Vessel Loan shall be automatically cancelled at close of business on the last day of the Availability Period of that Vessel Loan.

7.4                               Voluntary prepayment of Loan

(a)                                 The Borrower may, if it gives the Facility Agent and the ECA Agent not less than ten (10) Business Days’ (or such shorter period as the Required Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of $5,000,000).