Common use of Restatement Effective Date Clause in Contracts

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

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

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

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

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

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

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

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

Restatement Effective Date. This Amended and Restated Credit Agreement shall become effective on the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy transmission of the Lenders, a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have given to the Administrative Agent telephonic received a favorable written opinion (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; ) of each of (i) Clif▇▇▇▇ ▇▇▇nce Roge▇▇ & ▇ell▇, ▇▇P, counsel for the Borrower, substantially in the form of Exhibit B-1, (▇▇) ▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Campo, S.C., special Mexican counsel for the Borrower, substantially in the form of Exhibit B-2 and (iii) Adol▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇puty General Counsel for the Borrower shall have paid Borrower, substantially in the form of Exhibit B-3 and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Lenders any interest that has accrued but has not been paid on Loan Parties, the Revolving Loans Loan Documents or the Term Loans pursuant Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to the Final DIP/Cash Collateral Order;deliver such opinions. (ivc) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and existence of each Loan Party, the authorization of the duly authorized Transactions and executed Other Credit Agreementany other legal matters relating to the Loan Parties, which Other Credit Agreement shall be the Loan Documents or the Transactions (including copies, certified by a notary public, of the estatutos sociales of each Loan Party and powers-of-attorney, with authority for actos de dominio and actos de administracion as well as for execution of negotiable instruments, for each person executing each Loan Document on behalf of each Loan Party each notarized by a Mexican notary public), all in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force its counsel and effect in accordance with its terms; (vi) (a) a letter from the Equity Investment shall have been received agent for service of process appointed by the Parent and certain of its SubsidiariesBorrower pursuant to Section 9.09, agreeing to act as process agent (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereona notarized power-of-attorney granted to such process agent, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and which notarized power-of- attorney will be delivered by the Borrower to the Administrative Agent shall have received all such releases and reassignments as may have been requested by on or prior to 45 days after the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent;Restatement Effective Date). (viiid) the Collateral The representations and Guaranty Requirements with respect to warranties of each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents Loan Party set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document Loan Documents shall be true and correct in all material respects both before on and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date);the Restatement Effective Date. (xiie) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation At the collateral valuation requirements) time of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting no Default shall have occurred and be continuing. (f) The Note or Notes for each Lender evidencing the Loans made by such Lender shall have been duly completed and executed by the Borrower. (g) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth the conclusion that, after giving effect in paragraphs (d) and (e) above. (h) The Administrative Agent shall have received all fees and other amounts due and payable hereunder on or prior to the incurrence Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (i) The Administrative Agent shall have received the financings contemplated herebyGuarantee Agreement signed by each Designated Subsidiary. (j) The Administrative Agent shall have received the Pledge Agreement signed on behalf of the Borrower and each Subsidiary that owns any Designated Equity Interest, together with certificates representing all the Designated Equity Interests as of the Restatement Effective Date endorsed "en garantia" to the Collateral Agent, together with a copy, certified by the Secretary of each Designated Subsidiary, of the notation made in the Stock Registry of each Designated Subsidiary relating to the security interest created by such Pledge Agreement. (k) All consents and approvals required to be obtained from, and all notices required to be given to, any Governmental Authority or other Person in connection with the Transactions shall have been obtained or given and all registrations required to have been made with any Governmental Authority in connection with the Transactions shall have been effected (other than periodic informational filings that the Borrower is required to make, for tax purposes, with the Ministry of Finance and Public Credit and that do not have an effect on the obligations of the Borrower under Section 2.12), in each case without the imposition of any burdensome conditions; provided, however, that the consents, approval, registrations and filing required in respect of the Security Agreements are subject to Section 5.14. (l) The Pledge Agreement shall be effective to create and continue in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (m) The Security Agreements shall be effective in accordance with Section 5.14 to create and continue in favor of the Collateral Agent, for the ratable benefit of the Secured Parties with the priorities specified therein, a legal, valid and enforceable security interest (subject only to the approval, filing and registrations mentioned in Section 5.14) in (i) the Collateral (as defined in the Mortgage) consisting of all Concessions that are Designated Assets and, to the extent related to such Concessions pursuant to Articles 92, 93 and 94 of the Original Telecommunications Laws, all assets (movable and non-movable) used in the construction, exploitation, repair and maintenance of the relevant means of communications, and all capital contributions, cash in hand, and receivables and rights arising for the benefit of the relevant Concessions and (ii) the trademarks specified in Schedule 1.01(a) and subject to the Trademark Pledge Agreement. (n) The Borrower and its Subsidiaries shall have repaid or shall substantially simultaneously repay in full all amounts due and payable under the Eximbank Credit Agreement, the Parent Commercial Loan Agreement, the Bridge Loan Agreement and its Subsidiaries, taken as a whole, and all other Indebtedness of the Borrower and its SubsidiariesSubsidiaries other than the Senior Notes, taken as the Existing Handset Facilities and a wholeUS$6,600,000 unsecured guarantee by Iusacell, are not insolvent and will not be rendered insolvent by the incurrence of such indebtednessS.A. de C.V. issued to BBVA Bancomer, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections duly executed documentation either evidencing or necessary for the 13-week period beginning on termination of all such Indebtedness and the release of all related Liens thereto. The Borrower shall have paid all interest, fees and other amounts due and payable or accrued under the Original Credit Agreement through the date immediately preceding the Restatement Effective Date in form and substance reasonably satisfactory Date, including all amounts due under Section 2.14 of the Original Credit Agreement by reason of the conversion of the Loans outstanding under the Original Credit Agreement to the Lenders; Tranche A Loans (xvi) it being agreed that such conversion shall for all purposes of such Section 2.14 be deemed a prepayment of such Loans on the Restatement Effective Date). Notwithstanding the foregoing, nothing this Amended and Restated Credit Agreement shall have occurred since February 28, 2012 not become effective unless each of the foregoing conditions is satisfied (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known waived pursuant to the Administrative Agent Section 9.02) at or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings3:00 p.m., the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 ProceedingsNew York City time, there shall be no actionson April 16, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date2001.

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

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

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

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

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

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

Restatement Effective Date. This Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof;Section 9.02): (va) The Administrative Agent (or its counsel) shall have received from each party hereto, including Lenders constituting the “Required Lenders” under and as defined in the Pre-Restatement Credit Agreement, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of ▇▇▇ ▇. ▇▇▇▇, setting forth Assistant General Counsel of the conclusion thatBorrower, after giving effect substantially in the form of Exhibit B, and covering such other matters relating to the incurrence of all Borrower, this Agreement or the financings contemplated hereby, Transactions as the Parent and its Subsidiaries, taken as a whole, and the Required Lenders shall reasonably request. The Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of hereby requests such indebtedness, and will not be left with unreasonably small capital with which counsel to engage in their respective businesses and will not have incurred debts beyond their ability to pay deliver such debts as they mature;opinion. (xvc) the The Administrative Agent shall have received copies such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of (i) the financial statements referred Borrower, the authorization of the Transactions and any other legal matters relating to in Sections 7.05(a)the Borrower, which financial statements shall be this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (iid) Cash Flow Projections for the 13-week period beginning on The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in form paragraphs (a) and substance reasonably satisfactory to the Lenders;(b) of Section 4.02. (xvie) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the The Administrative Agent shall determine has had, have received all fees and other amounts due and payable on or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder the arrangement and syndication of the credit facility established by this Agreement, including, to the extent invoiced, reimbursement or other information reasonably requested payment of all out-of-pocket expenses required to be reimbursed or paid by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby;Borrower hereunder. (xixf) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with On the Loans, the other transactions contemplated hereby and the granting of Liens Restatement Effective Date no Loans shall be outstanding under the Pre-Restatement Credit Documents Agreement and all interest, fees and other amounts accrued for the accounts of the Departing Lenders under the Pre-Restatement Credit Agreement shall have been obtained paid in full, whether or not then due, provided however that all interest, fees and remain in effect, other amounts accrued for the accounts of non-departing Lenders and all applicable waiting periods with respect thereto the Issuing Banks shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon continue to be obligations of the consummation of Borrower under this Agreement or and shall be paid on the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; anddate provided herein. (xxg) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon The representations and warranties of the Borrower set forth in this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower shall be true and each Lender prompt written notice of the occurrence correct on and as of the Restatement Effective Date. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on July 31, 2006 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

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

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans hereunder on the Restatement Effective Date shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been be satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received from each other party thereto either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have Restatement Agreement signed an acknowledgment hereof on behalf of such party or (whether the same or different counterpartsii) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of the Lenders, Restatement Agreement. (b) The Administrative Agent shall have given to the Administrative Agent telephonic received written opinions (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; (iii) of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel for the Borrower shall have paid Loan Parties, and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Loan Parties, as to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) such matters as the Administrative Agent shall have received a copy of the duly authorized may reasonably request and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force the Lead Arranger. Each of Holdings and effect in accordance with its terms;the Borrower hereby requests such counsels to deliver such opinions. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the The Administrative Agent shall have received all a certificate of each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit G with appropriate insertions, executed by any Responsible Officer of such releases Loan Party, and reassignments as may have been requested by including or attaching the Administrative Agent, which releases and reassignments shall be documents referred to in form and substance reasonably satisfactory to the Administrative Agent;paragraph (d) of this Section. (viiid) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement(i) each Organizational Document of each Loan Party certified, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and shall be incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect in accordance with its terms;without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (xe) the The Administrative Agent shall have received a copy of all fees and other amounts previously agreed in writing by the duly authorized Lead Arranger and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required Borrower to be true due and correct in all material respects only as of such specified date); (xii) all Loans converted payable on or continued pursuant prior to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion thatincluding, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent extent invoiced at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder (or other information such later day as the Borrower may reasonably requested agree), reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Lender or any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby. (g) The Administrative Agent (or its counsel) shall have received from each Loan Party either (i) a counterpart of the Reaffirmation Agreement signed on behalf of such party or (ii) written evidence satisfactory to satisfy related checks under all applicable laws the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of the Reaffirmation Agreement) that such party has signed a counterpart of the Reaffirmation Agreement. (h) Certificates of insurance shall be delivered to the Administrative Agent evidencing the existence of insurance to be maintained by Holdings, the Borrower and regulations its Subsidiaries pursuant to Section 5.07 and, if applicable, the transactions contemplated hereby;Administrative Agent shall be designated as an additional insured and loss payee as its interest may appear thereunder, or solely as the additional insured, as the case may be, thereunder (provided that if such endorsement as additional insured cannot be delivered by the Restatement Effective Date, the Administrative Agent may consent to such endorsement being delivered at such later date as it deems appropriate in the circumstances). (xixi) all necessary governmental [Reserved.]. (domestic j) [Reserved.] (k) [Reserved.] (l) All principal, premium, if any, interest, fees and foreign) and third party approvals and/or consents in connection other amounts due or outstanding under the Existing Credit Agreement shall have been (or substantially simultaneously with the Loansfunding of Initial Term Loans on the Restatement Effective Date shall be) paid in full (after giving effect to the Restatement Agreement), and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby hereby, Holdings, the Borrower and the granting Restricted Subsidiaries shall have outstanding no Indebtedness for borrowed money other than Indebtedness outstanding under this Agreement and indebtedness permitted under Section 6.01. (m) The Administrative Agent shall have received a certificate from the chief financial officer or chief operating officer of Liens under the Credit Documents Borrower (x) in the form of Exhibit Q certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions and (y) as to the satisfaction of the conditions set forth in Section 4.02. (n) The Administrative Agent and the Lead Arranger shall have received, at least three Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as shall have been obtained and remain reasonably requested in effect, and all applicable waiting periods with respect thereto writing at least 5 days prior to the Restatement Effective Date by the Administrative Agent or the Lead Arranger that they shall have expired reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without any action being taken by any competent authority which restrainslimitation the USA Patriot Act. (o) The Administrative Agent shall have received a Borrowing Request requesting the borrowing of such Loans. (p) The Administrative Agent shall have received a copy of the Agency Transfer Agreement, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated executed by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgmentFormer Agent, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by Administrative Agent and the Credit Documents or otherwise referred to herein or thereinLoan Parties. The Administrative Agent will give shall notify Holdings, the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on October 27, 2016 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Restatement Effective Date. This The amendments of the Original Credit Agreement effected hereby and the Term C Commitments of the Term C Lenders shall not become effective on until the date (the “"Restatement Effective Date”") on which each of the following conditions shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been in Section 4.02 are satisfied (or waived in accordance with the terms thereof;hereof): (va) Administrative Agent (or its counsel) shall have received from (i) the Requisite Lenders (as defined in the Original Credit Agreement) an original or telecopy transmission of a signed consent to the amendment and restatement of the Original Credit Agreement to occur on the Restatement Effective Date, (ii) Term C Lenders, original or telecopy transmissions of Lender Addendums providing aggregate commitments (or, in the case of Term B Lenders, with respect to Term B Loans to be converted pursuant to Section 1.04(c), a signed consent to the amendment and restatement of the Original Credit Agreement to occur on the Restatement Effective Date) with respect to the entire aggregate principal amount of the Term C Commitments and (iii) Homebase, Illinois Holdings, Texas Holdings and each Borrower, an original or telecopy transmission of a signed counterpart to this Agreement. (b) Administrative Agent shall have received a copy such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the duly authorized amendment effected hereby, the borrowing of and executed Other Credit Agreementconversion to the Term C Loans, which Other Credit Agreement shall be the repayment and conversion of the Term B Loans and the other transactions contemplated hereby and any other legal matters relating to the Loan Parties or the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;counsel. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement Administrative Agent shall have been partially repaid in received a certificate, dated the amount Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of $39,649,220 Homebase, confirming compliance with the proceeds of the Equity Investment;conditions set forth in this Section 4.01 and Section 4.02. (viid) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, Administrative Agent shall have been repaid in full with proceeds received payment of the Equity Investment, together with all fees and other amounts owing thereondue and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all commitments thereunder out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by a Loan Party hereunder, under the Fee Letter or under any other Loan Document. (e) The Administrative Agent shall have been terminatedbe satisfied with any amendments deemed necessary or appropriate by Administrative Agent to any Loan Documents to provide the benefits thereof to the Term C Loans and the obligations of the Loan Parties in connection therewith on the same basis as such benefits are provided to the Term B Loans prior to the Restatement Effective Date and, and all security documentation relating thereto shall have been terminated and released or reassignedin connection therewith, and the Administrative Agent shall have received all counterparts of such releases and reassignments as may have been requested by the Administrative Agent, amendments (which releases and reassignments shall be in form and substance reasonably satisfactory acceptable to Administrative Agent) duly authorized, executed and acknowledged (to the Administrative Agent;extent necessary or appropriate) by the applicable Loan Parties intended to be a party thereto and such evidence as may be reasonably requested by it to evidence that the Liens granted to the Collateral Agent under the Secu- rity Documents continue to constitute valid, enforceable and perfected Liens on Collateral that secures the Obligations under this Agreement after the Restatement Effective Date (including the Obligations comprised of the Term C Loans). (viiif) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy (i) an opinion of the duly authorized and executed Primary Intercreditor AgreementKing & Spalding LLP, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory special counsel to the Loan Parties, and (ii) such opinions of regulatory counsel and of local counsel to the Loan Parties as may be reasonably requested by Administrative Agent and shall be in full force and effect in accordance with or its terms;counsel. (xg) the Administrative Agent shall have received a copy an executed amendment to the Acknowledgement of Limitation on Remedies in order to amend the definition of "Credit Agreement" contained therein so that references to such term shall refer to this Agreement. Notwithstanding the foregoing, the amendments of the duly authorized Original Credit Agreement that would be effected hereby and executed Secondary Intercreditor Agreementthe obligations of the Lenders to make the Loans contemplated to be made on the Restatement Effective Date shall not become effective unless each of the foregoing conditions and the conditions set forth in Section 4.02 are satisfied (or waived pursuant to the terms hereof) at or prior to 5:00 p.m., which Secondary Intercreditor New York City time, on October 22, 2004 (and, in the event such conditions are not so satisfied or waived, the Original Credit Agreement shall be remain in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after without giving effect to any amendments thereto contemplated hereby). Administrative Agent shall notify the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations Borrowers and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any Lenders of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements notice shall be in form conclusive and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datebinding.

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

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

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

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

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

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (including those to be made on the Restatement Effective Date) shall become effective on the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (ia) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the ParentAdministrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, GMSC, Arlington, the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders constituting the Required Lenders its counsel. (b) The Administrative Agent shall have signed received a counterpart hereof favorable written opinion (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date; (iii) of Winston & ▇▇▇▇▇▇ LLP, counsel for the Borrower shall have paid to Loan Parties, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Indiana counsel for the Lenders any interest that has accrued but has not been paid on Loan Parties, ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Revolving Loans or Loan Parties and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, Michigan counsel for the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit AgreementLoan Parties, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent;, and covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably request. (viiic) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each of the Loan Parties dated the Restatement Effective Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization; (ii) that attached thereto is a true and complete copy of a certificate as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Restatement Effective Date (or if agreed to by the Administrative Agent, one or two Business Days immediately prior to the Restatement Effective Date); (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv); (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan Party. (d) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form copies of the financing statements disclosed by such search of the Borrower and substance evidence reasonably satisfactory to the Administrative Agent and shall that the Liens other than Permitted Liens have been, or will be in full force and effect in accordance simultaneously or substantially concurrently with its terms;the Restatement Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release have been made). (xe) the The Administrative Agent shall have received a copy of certificate, dated the duly authorized Restatement Effective Date and executed Secondary Intercreditor Agreementsigned by the president, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default a vice president or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior chief financial officer of the ParentBorrower, certifying that the conditions set forth in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; clause (xvj) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datemet.

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

Restatement Effective Date. This Agreement shall become effective The obligation of each Lender to make Loans hereunder on the date (the “Restatement Effective Date”) on which Date shall be subject to satisfaction of the following conditions shall have been satisfied on (or prior to such date (which date shall be substantially concurrent waiver thereof in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) otherwise, written evidence satisfactory to the Parent, GMSC, Arlington, Term Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Term Administrative Agent shall have received a written opinion (addressed to the Borrower, the Term Administrative Agent and the Lenders constituting and dated the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (xRestatement Effective Date) of each of (i) Winston & ▇▇▇▇▇▇ LLP, New York counsel for the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) Loan Parties and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, Delaware and Ohio counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each such counsel to deliver such opinions. (c) The Term Administrative Agent shall have paid received a certificate of each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit E with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01. (d) The Term Administrative Agent and the Lenders all costsshall have received a copy of (i) each Organizational Document of each Loan Party certified, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least two three (3) Business Days prior to the Restatement Effective Date;, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (iiif) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash The Collateral Order; and Guarantee Requirement (ivother than in accordance with Section 5.14) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof;satisfied. (vg) the Administrative Agent Since December 31, 2018, there shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall not have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements a Material Adverse Effect with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature;. (xvh) The representations and warranties in Article III shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) The Term Administrative Agent shall have received copies from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (ij) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Term Administrative Agent and the Lead Arranger shall have received, at least three (ii3) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory Business Days prior to the Lenders; (xvi) on the Restatement Effective Date, nothing all documentation and other information about the Loan Parties as shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as been reasonably requested by any Lender or the Administrative Agent in writing at least three ten (10) Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender Term Administrative Agent or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents Lead Arranger that they shall have been obtained reasonably determined is required by regulatory authorities under applicable “know your customer” and remain in effectanti-money laundering rules and regulations, including the USA PATRIOT Act and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred (y) at least three (3) Business Days prior to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may be.

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

Restatement Effective Date. This Agreement shall become effective as an amendment and restatement of the Existing Credit Agreement on the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof;Section 9.07): (va) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a copy favorable written opinion of R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., dated the duly authorized Restatement Effective Date and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory addressed to the Administrative Agent and shall be Lenders, to the effect set forth in full force and effect in accordance with its terms;Exhibit C hereto. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the The Administrative Agent shall have received all such releases documents and reassignments certificates as may have been requested by the Administrative AgentAgent may reasonably request relating to the organization, which releases existence and reassignments shall be good standing of each Borrower, the authorization of the Agreement and the transactions contemplated hereby and any other legal matters relating to the Borrower, the Loan Documents, the Agreement or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent;. (viiid) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated On the Restatement Effective Date, setting forth all loans and all interest, fees and other amounts accrued for the conclusion that, after giving effect accounts of or owed to the incurrence of all lenders under the financings contemplated hereby, Existing Credit Agreement (whether or not due at the Parent and its Subsidiaries, taken as a whole, time) shall have been paid in full. (e) The Administrative Agent and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent Lenders shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form all fees due and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning payable on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date required to be paid by the Borrowers in connection with its internal compliance regulations thereunder or other information reasonably requested by this Agreement, as set forth in the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents fee letter entered into in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datecredit facilities established hereby.

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

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

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

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

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

Restatement Effective Date. This Agreement shall become effective on Without affecting the date (the “Restatement Effective Date”) on which the following conditions shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) rights of the definition thereof shall have signed an acknowledgment hereof (whether the same Borrower or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) any Subsidiary hereunder at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days times prior to the Restatement Effective Date; (iii) , the Borrower shall have paid to amendment and restatement of the Original Agreement in the form hereof and the obligations of the Lenders any interest that has accrued but has not been paid on the Revolving to make Loans or the Term and acquire participations in Letters of Credit and Swingline Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan Issuing Banks to issue Letters of Reorganization Credit hereunder shall have been not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with the terms thereof;Section 9.02): (va) The conditions set forth in Sections 3(b) and 4 of the Third Amendment shall have been satisfied. (b) The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement signed on behalf of such party. (c) The Agents shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder (including under the Original Agreement) or under any other Senior Loan Document. (d) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a copy completed Perfection Certificate dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the duly authorized Borrower, together with all attachments contemplated thereby, including the results of a Lien search in scope satisfactory to the Collateral Agents made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and executed Other Credit copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; provided, however, that in the case of Loan Parties in respect of which Lien searches were performed in connection with the closing of the Original Agreement, such Lien searches shall be limited to updates of the Lien searches previously performed. Each Subsidiary owning any Senior Collateral shall be party to the Intercompany Inventory Purchase Agreement, which Other Credit shall be in full force and effect. (e) All requisite Governmental Authorities shall have approved or consented to the Transactions and there shall be no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing burdensome conditions that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (f) There shall be no material litigation against or involving the Borrower or any Subsidiary or any of its property or defaults or breaches under any provision of any security issued by the Borrower or any Subsidiary or of any agreement, undertaking, contract, indenture, deed of trust or other instrument, document or agreement to which the Borrower or any Subsidiary is a party or by which it or any of its properties or assets are or may be bound, which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (g) The Administrative Agent shall have received a Borrowing Base Certificate, dated the Restatement Effective Date and executed by a Financial Officer of the Borrower, containing information as of a date not more than eight Business Days (or, in the case of information with respect to Eligible Inventory stored at a distribution center, 30 days) before the Restatement Effective Date. The Borrowing Base Amount shall be sufficient to support the Borrowings to be effected on the Restatement Effective Date. (h) Each of the Second Priority Subsidiary Security Agreement, the Second Priority Subsidiary Guarantee and the Second Priority Indemnity, Subrogation and Contribution Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent Agents, shall have been duly executed by each Subsidiary party thereto and by or on behalf of the Second Priority Indebtedness Parties, and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment effect, and copies of such documents shall have been received by delivered to the Parent and certain of its Subsidiaries, Agents. (bi) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds Each of the Equity Investment; (vii) all Indebtedness waivers obtained pursuant to the Original Agreement from the lessor of each leased distribution center of the BorrowerSubsidiary Loan Parties of any statutory, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released common law or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements contractual landlord's lien with respect to each Collateral Vessel shall have been satisfied any inventory of any Subsidiary Loan Party (including any amendments other than with respect to the Security Documents set forth inventory located at leased warehouses having a value in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ixaggregate not to exceed $40,000,000) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy effect. It is understood and agreed that no term of the duly authorized amendment and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement restatement contemplated hereby shall be in form effective until the Restatement Effective Date occurs, and substance reasonably satisfactory to that the Administrative Agent Original Agreement and the Predecessor Collateral Documents shall be continue in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect without regard to the Transaction (it being understood amendment and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions restatement contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of until the Restatement Effective Date.

Restatement Effective Date. This The amendment and restatement of the Existing Credit Agreement and the obligations of the Lenders to make Loans and of the Letter of Credit Issuers to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions is satisfied or waived by each Lender: (a) The Administrative Agent shall have been satisfied on or prior to such date (which date shall be substantially concurrent with received counterparts hereof signed by the “Effective Date,” as defined in the Plan Parent and each of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting listed on the Required Lenders shall have signed a counterpart signature pages hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lendersany party as to which an executed counterpart shall not have been received, shall have given to receipt by the Administrative Agent telephonic (confirmed in writingform satisfactory to it of facsimile or other written confirmation from such party that it has executed a counterpart hereof), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it;. (iib) the Borrower The Administrative Agent shall have paid received favorable written opinion letter addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective DateDate of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, setting forth counsel for the conclusion thatLoan Parties, after giving effect and ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, Bermuda counsel to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a)JRG Reinsurance, which financial statements opinion letters shall be in form and substance reasonably satisfactory cover such matters relating to the Administrative Agent and (ii) Cash Flow Projections for Loan Parties, the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent Loan Documents or the Required Lenders) which Financing Transactions as the Administrative Agent or the Required Lenders shall determine is reasonably likely request and otherwise shall be in form and content reasonably satisfactory to the Administrative Agent. The Parent requests such counsel to deliver such opinion letter. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and its Material Subsidiaries, the authorization for and validity of the Financing Transactions and any other legal matters relating to each Loan Party, its Material Subsidiaries, the Loan Documents or the Financing Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Parent, confirming compliance with the conditions set forth in clauses (b), (c) and (d) of Section 4.02. (e) The Required Lenders shall not have notified the Administrative Agent of their determination that, since December 31, 2022, any event, development or circumstance has occurred that has had or would reasonably be expected to have a Material Adverse Effect Effect. (other than events publicly disclosed prior to the commencement f) Neither of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which Arranger nor the Administrative Agent shall determine has hadhave become aware of any information or other matter affecting the Loan Parties or the Financing Transactions which was in existence prior to the date of this Agreement and is inconsistent in a material and adverse manner with any such information or other matter disclosed to them prior to the date of this Agreement. (g) Each Guarantor shall have executed and delivered to the Administrative Agent a confirmation of its Payment Guaranty in form and substance satisfactory to the Administrative Agent. (h) The Parent shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Restatement Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or could reasonably paid by the Borrowers under the Loan Documents, including the fees payable pursuant to Section 2.12(d). (i) All consents and approvals required to be expected obtained from any Applicable Insurance Regulatory Authority or other Governmental Authority or other Person in connection with the Financing Transactions shall have been obtained and be in full force and effect, except where failure to have, obtain such approval or consent would not have a Material Adverse Effect Effect. (other than events publicly disclosed prior j) The Borrowers shall have deposited with the Administrative Agent, for the ratable payment to the commencement Lenders, an amount in immediately available funds equal to all accrued and unpaid interest (together with any applicable breakage compensation), commitment fees, Letter of Credit participation fees and fronting fees under the Chapter 11 Proceedings, Existing Credit Agreement to but not including the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom);Restatement Effective Date. (xviiik) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at At least three Business Days five (5) days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by Date, the Lender or Borrowers shall deliver to the Administrative Agent and each Lender a Beneficial Ownership Certification in relation to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby;JRG Reinsurance. (xixl) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give shall have received from JRG Reinsurance evidence reasonably satisfactory to the Borrower and each Lender prompt written notice Administrative Agent that no approval of any Applicable Insurance Regulatory Authority is required for any Borrowings by JRG Reinsurance or issuances of Letters of Credit with respect to which JRG Reinsurance is obligated under either of the occurrence Secured Facility or the Unsecured Facility and its pledge of Eligible Collateral under the Secured Facility, with such Debt and other obligations of JRG Reinsurance hereunder in each case ranking at least equally with claims of other creditors (including policy holders) of JRG Reinsurance, or, if such approval is required, that JRG Reinsurance has obtained such approval (the “Regulatory Condition Satisfaction”). (m) Each Borrower shall have executed and delivered to the Administrative Agent a confirmation of its respective Pledge Agreement; and JRG Reinsurance shall have executed and delivered to the Administrative Agent a confirmation of its Control Agreement, in each case, in form and substance satisfactory to the Administrative Agent. (n) The Administrative Agent and the Lenders shall have received from the Loan Parties such other certificates and other documents as the Administrative Agent or any Lender may reasonably have requested, including the promissory note complying with Section 2.09(e) of any Lender requesting such promissory note. Notwithstanding the foregoing, the obligations of the Restatement Effective DateLenders to make Loans and of the Letter of Credit Issuers to issue Letters of Credit shall not become effective unless each of the foregoing conditions is satisfied (or waived by each Lender) before 5:00 p.m., Prevailing Eastern Time, on or before July 7, 2023 (and, if any such condition is not so satisfied or waived, the Commitments shall terminate at such time).

Restatement Effective Date. This The obligations of the Lenders to enter into this Agreement shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy transmission of the Lenders, a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have given to the Administrative Agent telephonic received favorable written opinions (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date;) of each of Paul, Hastings, Jano▇▇▇▇ & ▇alk▇▇ ▇▇▇ and Vena▇▇▇ ▇▇▇ as counsel for the Borrower, all in form and substance satisfactory to the Administrative Agent, and covering such other matters relating to the Borrower, this Agreement or any Transaction as the Required Lenders shall reasonably request. The Borrower hereby requests such counsels to deliver such opinions. (iiic) the Borrower The Administrative Agent shall have paid to received such evidence as the Lenders any interest Administrative Agent or its counsel may reasonably request that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash all Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by credited to the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization Securities Account. (d) The Administrative Agent shall have been satisfied or waived received a perfected, first priority security interest in accordance with the terms thereof;Securities Account and all other Collateral. (ve) the The Administrative Agent shall have received a copy of (i) the duly authorized Pledge and executed Other Credit Security Agreement, which Other Credit and (ii) the Securities Account Control Agreement, duly executed and delivered by each of the parties thereto. (f) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement shall be or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;counsel. (vig) (a) the Equity Investment The Administrative Agent shall have been received a certificate, dated the Restatement Effective Date and signed by the Parent and certain of its SubsidiariesPresident, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness a Vice President or a Financial Officer of the Borrower, GMSCconfirming compliance with the conditions set forth in paragraphs (k), the Parent (l) and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds (m) of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the this Section 4.01. (h) The Administrative Agent shall have received all such releases fees and reassignments as may have been requested other amounts due and payable on or prior to the Restatement Effective Date, including (i) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Administrative Agent, which releases Borrower hereunder and reassignments shall be in form and substance reasonably satisfactory to (ii) the Administrative Agent;Agent Restatement Fee. (viiii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a copy such documents and certificates as the Administrative Agent or its counsel may reasonably request evidencing the creation of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Securities Account at the Securities Intermediary. (j) Administrative Agent (or its counsel) shall have received (x) from each party thereto (i) a counterpart of each Plan Amendment Agreement shall be in form and substance reasonably signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of each Plan Amendment Agreement) that such party has signed a counterpart of such Plan Amendment Agreement and shall be in full force (y) a certificate, dated the Restatement Effective Date and effect in accordance with its terms;signed by the President, a Vice President or a Financial Officer of the Borrower, attaching true, complete and correct copies of each Plan Amendment Agreement and certifying that each such copy conforms to the original. (xk) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all The representations and warranties contained herein or of the Borrower set forth in any other Credit Document this Agreement and each of the Loan Documents shall be true and correct in all material respects both before on and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date. (l) No Default or Event of Default shall have occurred and be continuing on and as of the Restatement Effective Date. (m) All waivers and consents necessary for the restructuring of the Borrower’s debt in connection with the Transaction and the Plan Amendment Agreements shall have been received and obtained, and no payment was made in connection with such waivers or consents other than payments made in accordance with this Agreement or the Plan Amendment Agreements. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

Restatement Effective Date. This The amendment and restatement of the Original Agreement in the form hereof and the obligations of the Lenders and the Issuing Banks hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 10.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy transmission of the Lenders, a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) Each Guarantor that has not executed and delivered this Agreement shall have given entered into a written instrument reasonably satisfactory to the Administrative Agent telephonic (confirmed in writing)pursuant to which it confirms that it consents to the amendment and restatement of the Original Agreement effected hereby, written or facsimile notice (actually received) at such office and that the same has been signed Loan Documents to which it is party will continue to apply in respect of this Agreement and mailed to it;the Obligations. (iic) the Borrower The Guarantee Agreement shall have paid been duly executed and delivered to the Administrative Agent by Battle Mountain Gold and Newmont Capital. (d) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date;) of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and Chief Counsel of the Company and White & Case LLP, special counsel for the Company, substantially in the forms of Exhibits B-1 and B-2, respectively. The Company hereby requests such counsel to deliver such opinions. (iiie) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy of the duly authorized such documents and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and shall be in full force good standing of the Borrowers and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received other Guarantors and the authorization of the Transactions by the Parent Borrowers and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereonGuarantors, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent;. (viiif) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a copy certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the duly authorized Company, confirming compliance with the conditions set forth in paragraphs (a) and executed Primary Intercreditor (b) of Section 4.02. (g) On the Restatement Effective Date, (i) the Borrowers shall repay all loans outstanding under the Original Agreement and pay all accrued and unpaid interest and any amounts payable pursuant to Section 2.16 of the Original Agreement in respect thereof and (ii) no Letters of Credit (other than the Existing Letters of Credit) shall be outstanding under the Original Agreement. (h) The Administrative Agent shall have received (i) all facility fees and utilization fees accrued under the Original Agreement through the day immediately preceding the Restatement Effective Date and (ii) all other fees and other amounts due and payable on or prior to the Restatement Effective Date, which Primary Intercreditor including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder (including under the Original Agreement) or under any other Loan Document. The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit hereunder, and the incorporation of the Existing Letters of Credit as Letters of Credit hereunder, shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.02) at or prior to 3:00 p.m., New York City time, on April 28, 2007 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). It is understood and agreed that no term of the amendment and restatement contemplated hereby shall be effective until the Restatement Effective Date occurs, and that the Original Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be continue in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory without regard to the Administrative Agent amendment and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions restatement contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of until the Restatement Effective Date.

Restatement Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (including those to be made on the Restatement Effective Date) shall become effective on the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (ia) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the ParentAdministrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, GMSC, Arlington, the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders constituting the Required Lenders its counsel. (b) The Administrative Agent shall have signed received a counterpart hereof favorable written opinion (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costsand dated the Restatement Effective Date) of Winston & ▇▇▇▇▇▇ LLP, fees counsel for the Loan Parties, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Indiana counsel for the Loan Parties, ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Loan Parties and expenses (including▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, without limitationMichigan counsel for the Loan Parties, the reasonable in form and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel substance reasonably satisfactory to the Administrative Agent reasonably acceptable Agent, and covering such other matters relating to the Borrower) and other compensation contemplated in connection with this Agreement and Loan Parties, the Final DIP/Cash Collateral Order payable to Loan Documents or the Restatement Transactions as the Administrative Agent and the Lenders in respect shall reasonably request. (c) The Administrative Agent shall have received a certificate of the transactions contemplated Secretary or Assistant Secretary or similar officer of each of the Loan Parties dated the Restatement Effective Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by this Agreement the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization; (ii) that attached thereto is a true and complete copy of a certificate as to the good standing (to the extent then due available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and invoiced at least bring down good standings as of the Restatement Effective Date (or if agreed to by the Administrative Agent, one or two Business Days immediately prior to the Restatement Effective Date); (iii) that attached thereto is a true and complete copy of the Borrower shall have paid by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the Lenders any interest that has accrued but has not been paid on date of the Revolving Loans or resolutions described in the Term Loans pursuant to the Final DIP/Cash Collateral Orderfollowing clause (iv); (iv) the Plan that attached thereto is a true and complete copy of Reorganization shall have been confirmed resolutions duly adopted by the Bankruptcy Court Board of Directors (or equivalent governing body) of such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the conditions to effectiveness borrowings hereunder, and the execution, delivery and performance of each of the Plan of Reorganization shall other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been satisfied modified, rescinded or waived amended and are in accordance with full force and effect on the terms thereof;Restatement Effective Date; and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan Party. (d) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and copies of the financing statements disclosed by such search of the Borrower and evidence reasonably satisfactory to the Administrative Agent that the Liens other than Permitted Liens have been, or will be simultaneously or substantially concurrently with the Restatement Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release have been made). (e) The Administrative Agent shall have received a copy certificate, dated the Restatement Effective Date and signed by the president, a vice president or a chief financial officer of the duly authorized and executed Other Borrower, certifying that the conditions set forth in clause (j) have been met. (f) The Administrative Agents (as defined in the Original Credit Agreement) shall have received notices of prepayment with respect to the Initial Term Loans and the Initial Revolving Commitments (each as defined in the Original Credit Agreement), which Other each setting forth the information required by Section 2.11(a) of the Original Credit Agreement Agreement. (g) The Lenders shall be have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force signed by the chief financial officer or other officer with equivalent duties of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a Consolidated basis after giving effect in accordance with its terms;to the Restatement Transactions on the Restatement Effective Date. (vih) (a) the Equity Investment The Lenders shall have been received received, at least two (2) Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Parent Act, to the extent any such information or documentation was requested at least ten (10) Business Days prior to the Restatement Effective Date. (i) All accrued costs, fees and certain expenses (including legal fees and expenses (including the fees of its Subsidiaries▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) and the fees and expenses of any other advisors) and other compensation payable to the Administrative Agent, the Joint Lead Arrangers or any Lender, as previously agreed among the Joint Lead Arrangers and the Administrative Agent, as applicable, and the Borrower, in each case, to the extent invoiced at least three (b3) Business Days prior to the Equity Conversion shall have occurred and (c) Restatement Effective Date, shall, upon the Loans under this Agreement shall funding of the Initial Term Loans, have been partially repaid in the amount of $39,649,220 with paid (which amounts may be offset against the proceeds of the Equity Investment;Initial Term Loans). (viij) all Indebtedness After giving effect to this Agreement and the transactions contemplated hereby (including the Restatement Effective Date Financing), no Default or Event of Default has occurred and is continuing on the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, Restatement Effective Date. (k) Each Loan Party shall have been repaid entered into a reaffirmation agreement, in full with proceeds of form and substance reasonably acceptable to the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent. (l) [Reserved]. (m) The Administrative Agent shall have received all such releases a Borrowing Request related to the Initial Term Loans and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be any Initial Revolving Loan (if requested) in form and substance reasonably satisfactory to the Administrative Agent; (viii) . For purposes of determining whether the Collateral and Guaranty Requirements with respect to Closing Date or the Restatement Effective Date has occurred, each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and Lender that has executed Primary Intercreditor Agreement, which Primary Intercreditor this Agreement shall be in form and substance reasonably deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent Agents or such Lender and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent Agents shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and notify the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence Lenders of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there such notice shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement conclusive and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Datebinding.

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

Restatement Effective Date. This Agreement shall become effective on Without affecting the date (rights of the “Borrower or any Subsidiary hereunder at all times prior to the Restatement Effective Date”) , the amendment and restatement of the Original Agreement in the form hereof and the obligations of the Lenders to make Loans and acquire participations in Letters of Credit and Swingline Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy transmission of the Lenders, a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have given to the Administrative Agent telephonic received a favorable written opinion (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date;) of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D, and covering such other matters relating to the Borrower, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (iiic) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the duly authorized Transactions and executed Other Credit Agreementany other legal matters relating to the Loan Parties, which Other Credit this Agreement shall be or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;counsel. (vid) (a) the Equity Investment The Administrative Agent shall have been received a certificate, dated the Restatement Effective Date and signed by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness a Financial Officer of the Borrower, GMSC, confirming compliance as of the Parent Restatement Effective Date with the conditions set forth in paragraphs (a) and its other Subsidiaries (b) of Section 4.02. (e) There shall be no loans outstanding under the DIP Original Credit Agreement immediately prior to the Restatement Effective Date. All interest, fees, indemnities and other amounts accrued under the Original Credit Agreement in respect of periods prior to the Restatement Effective Date, regardless of whether due under the Original Credit Agreement, shall have been repaid in full with proceeds paid by the Borrower to the Administrative Agent for the accounts of the Equity Investmentlenders entitled thereto under the Original Credit Agreement. In addition, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received received, to the extent invoiced, reimbursement or payment of all such releases and reassignments as may have been requested out-of-pocket expenses required to be reimbursed or paid by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to Borrower hereunder or under the Administrative Agent;Original Credit Agreement. (viiif) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the The Administrative Agent shall have received a copy counterparts of the duly authorized Guarantee Agreement signed on behalf of the Parent and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the each Domestic Subsidiary. The Administrative Agent shall have received a copy of notify the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations Borrower and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any Lenders of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth and such notice shall be conclusive and binding. Notwithstanding the conclusion that, after giving effect to the incurrence of all the financings contemplated herebyforegoing, the Parent obligations of the Lenders to make Loans and its Subsidiariesof the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., taken as a wholeCleveland time, and on December 15, 2004 (and, in the Borrower and its Subsidiaries, taken as a whole, event such conditions are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts so satisfied or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedingswaived, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefromCommitments shall terminate at such time); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Date.

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

Restatement Effective Date. This Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof;Section 9.02): (va) The Administrative Agent (or its counsel) shall have received from each party hereto, including Lenders constituting the “Required Lenders” under and as defined in the Pre-Restatement Credit Agreement, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of ▇▇▇ ▇. ▇▇▇▇, setting forth Assistant General Counsel of the conclusion thatBorrower, after giving effect substantially in the form of Exhibit B, and covering such other matters relating to the incurrence of all Borrower, this Agreement or the financings contemplated hereby, Transactions as the Parent and its Subsidiaries, taken as a whole, and the Required Lenders shall reasonably request. The Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of hereby requests such indebtedness, and will not be left with unreasonably small capital with which counsel to engage in their respective businesses and will not have incurred debts beyond their ability to pay deliver such debts as they mature;opinion. (xvc) the The Administrative Agent shall have received copies such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of (i) the financial statements referred Borrower, the authorization of the Transactions and any other legal matters relating to in Sections 7.05(a)the Borrower, which financial statements shall be this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (iid) Cash Flow Projections for the 13-week period beginning on The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in form paragraphs (a) and substance reasonably satisfactory to the Lenders;(b) of Section 4.02. (xvie) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the The Administrative Agent shall determine has had, have received all fees and other amounts due and payable on or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder the arrangement and syndication of the credit facility established by this Agreement, including, to the extent invoiced, reimbursement or other information reasonably requested payment of all out-of-pocket expenses required to be reimbursed or paid by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby;Borrower hereunder. (xixf) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with On the Loans, the other transactions contemplated hereby and the granting of Liens Restatement Effective Date no Loans shall be outstanding under the Pre-Restatement Credit Documents Agreement and all interest, fees and other amounts accrued for the accounts of the Departing Lenders under the Pre-Restatement Credit Agreement shall have been obtained paid in full, whether or not then due, provided however that all interest, fees and remain in effect, other amounts accrued for the accounts of non-departing Lenders and all applicable waiting periods with respect thereto the Issuing Banks shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon continue to be obligations of the consummation of Borrower under this Agreement or and shall be paid on the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; anddate provided herein. (xxg) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon The representations and warranties of the Borrower set forth in this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower shall be true and each Lender prompt written notice of the occurrence correct on and as of the Restatement Effective Date. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on September 30, 2005 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

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

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

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

Restatement Effective Date. This Agreement shall become effective on Without affecting the date (the “Restatement Effective Date”) on which the following conditions shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) rights of the definition thereof shall have signed an acknowledgment hereof (whether the same Borrower or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) any Subsidiary hereunder at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days times prior to the Restatement Effective Date; (iii) , the Borrower shall have paid to amendment and restatement of the Original Agreement in the form hereof and the obligations of the Lenders any interest that has accrued but has not been paid on the Revolving to make Loans or the Term and acquire participations in Letters of Credit and Swingline Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan Issuing Banks to issue Letters of Reorganization Credit hereunder shall have been not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with the terms thereof;Section 9.02): (va) the The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; favorable written opinion (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of each of (i) Skadden Arps, setting forth Slate, Meagher & Flom LLP, counsel for the conclusion thatBorrowe▇, after giving effect ▇▇▇▇▇▇▇▇▇ally in t▇▇ ▇▇▇▇ of ▇▇▇ibit J-1 and (ii) Robert Sari, General Counsel of the Borrower, substantially in t▇▇ ▇▇▇m of Exhibit J-2, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the incurrence Loan Parties, the Senior Loan Documents, the Intercompany Inventory Purchase Agreement, the Senior Collateral or the Transactions as the Agents shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Agents or their counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Senior Loan Documents, the Intercompany Inventory Purchase Agreement, the Senior Collateral or the Transactions, all in form and substance satisfactory to the Agents and their counsel. (d) The Agents shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02. (e) The Agents shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder (including under the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and Original Agreement) or under any other Senior Loan Document. (f) The Administrative Agent shall have received evidence that the Borrower and its Subsidiariesshall have repaid (or is repaying from the proceeds of Borrowings on the Restatement Effective Date) all Loans or other amounts outstanding under the Original Agreement on the Restatement Effective Date (other than Existing Letters of Credit), taken as a wholethat any breakage or indemnity payments in connection with such repayment, to the extent invoiced pursuant to the terms of the Original Agreement, have been (or are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature;simultaneously being) paid. (xvg) The Administrative Agent shall have received evidence that the Borrower shall have repaid (or is repaying with the proceeds of Borrowings on the Restatement Effective Date), all amounts outstanding under the Existing Synthetic Lease on the Restatement Effective Date, that the Existing Synthetic Lease (and all documents entered into in connection therewith) shall have been (or simultaneously shall be) terminated and be of no further force and effect (except with respect to surviving indemnities), that all Liens securing the obligations under the Existing Synthetic Lease shall have been (or simultaneously shall be) released and that the Borrower shall have been (or simultaneously shall be) released from its guarantee thereunder. (h) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a Lien search in scope satisfactory to the Collateral Agents made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; provided, however, that in the case of Loan Parties in respect of which Lien searches were performed in connection with the closing of the Original Agreement, such Lien searches shall be limited to updates of the Lien searches previously performed. Each Subsidiary owning any Senior Collateral shall be party to the Intercompany Inventory Purchase Agreement, which shall be in full force and effect. (i) All requisite Governmental Authorities shall have approved or consented to the financial statements referred Transactions and there shall be no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing burdensome conditions that could, individually or in the aggregate, reasonably be expected to result in Sections 7.05(a)a Material Adverse Effect. (j) There shall be no material litigation against or involving the Borrower or any Subsidiary or any of its property or defaults or breaches under any provision of any security issued by the Borrower or any Subsidiary or of any agreement, undertaking, contract, indenture, deed of trust or other instrument, document or agreement to which the Borrower or any Subsidiary is a party or by which it or any of its properties or assets are or may be bound, which financial statements could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (k) The Administrative Agent shall have received a Borrowing Base Certificate, dated the Restatement Effective Date and executed by a Financial Officer of the Borrower, containing information as of a date not more than eight Business Days (or, in the case of information with respect to Eligible Inventory stored at a distribution center, 30 days) before the Restatement Effective Date. The Borrowing Base Amount shall be sufficient to support the Borrowings to be effected on the Restatement Effective Date. (l) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.07 and the applicable provisions of the Senior Collateral Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agents as additional insureds, in form and substance satisfactory to the Agents. (m) Each of the Second Priority Subsidiary Security Agreement, the Second Priority Subsidiary Guarantee and the Second Priority Indemnity, Subrogation and Contribution Agreement shall be in form and substance reasonably satisfactory to the Agents, shall have been duly executed by each Subsidiary party thereto and by or on behalf of the Second Priority Indebtedness Parties, and shall be in full force and effect, and copies of such documents shall have been delivered to the Agents. (n) Each of the waivers (except those waivers from lessors of the distribution centers set forth on Schedule 5.17) from the lessor of each leased distribution center of the Subsidiary Loan Parties of any statutory, common law or contractual landlord's lien with respect to any inventory of any Subsidiary Loan Party (other than with respect to inventory located at leased warehouses having a value in the aggregate not to exceed $40,000,000) shall be in full force and effect. The Administrative Agent shall notify the Borrower and (ii) Cash Flow Projections for the 13-week period beginning on Lenders of the Restatement Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and acquire participations in form Letters of Credit and substance reasonably satisfactory Swingline Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the Lenders; foregoing conditions is satisfied (xvior waived pursuant to Section 9.02) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts at or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to 5:00 p.m., New York City time, on June 30, 2003 (and, in the commencement event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). It is understood and agreed that no term of the Chapter 11 Proceedings, the commencement amendment and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there restatement contemplated hereby shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to effective until the Restatement Effective Date occurs, and that the Original Agreement and the Predecessor Security Documents shall continue in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws full force and regulations pursuant effect without regard to the transactions contemplated hereby; (xix) all necessary governmental (domestic amendment and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions restatement contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of until the Restatement Effective Date.

Restatement Effective Date. This Agreement shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have been satisfied on received (including by telecopy or prior to such date email transmission) (which date shall be substantially concurrent with i) from the “Effective Date,” Required Lenders (as defined in the Plan Existing Credit Agreement), Addenda signed on behalf of Reorganization):such Lenders, (ii) from each Loan Party to the relevant Loan Document, a counterpart of such Loan Document signed on behalf of such Loan Party, (iii) from each Credit Party party thereto, a counterpart of the LMC Pledge Agreement signed on behalf of such Credit Party and (iv) an Acknowledgement and Consent in the form attached to the LMC Pledge Agreement, executed and delivered by the Borrower. (ib) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same Pursuant to assignment documentation reasonably satisfactory to the Administrative Agent or(the “LMC Assignment Agreement”), LMC or any of its subsidiaries (other than the Borrower and its Subsidiaries) shall have purchased “Loans” under and as defined in the case of Existing Credit Agreement, from Lenders that have signed Addenda, to the Lendersextent necessary to effectuate the Loan allocations set forth on Schedule 1.01A, with any such “Loans” so purchased being concurrently contributed directly or indirectly to the Borrower for cancellation in exchange for no consideration (other than existing equity investments in the Borrower) and such Loans shall be deemed to be cancelled on the Restatement Effective Date. (c) The Administrative Agent shall have given to the Administrative Agent telephonic received a favorable written opinion (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid addressed to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to dated the Restatement Effective Date;) of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.C., special counsel for the Credit Parties, substantially in the form of Exhibit B. The Borrower hereby requests such counsel to deliver such opinion. (iiid) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the duly authorized Credit Parties, the authorization of the Transactions (excluding use of proceeds) and executed Other any other legal matters relating to the Credit AgreementParties, which Other this Agreement or the Transactions (excluding use of proceeds), including a certificate of each Credit Agreement shall be Party substantially in the form of Exhibit F, all in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;counsel. (vie) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (a) the Equity Investment shall have been received by representations and warranties of the Parent Borrower set forth in the Credit Agreement are true and certain correct as of its Subsidiaries, the Restatement Effective Date and (b) the Equity Conversion shall have no Default has occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment;is continuing. (viif) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, (i) a fee for each Lender that signs an Addendum equal to 0.75% of the sum of such releases Lender’s “Revolving Commitment” and reassignments “Term Loan” under and as may have been requested defined in the Existing Credit Agreement prior to giving effect to this Agreement (including the transactions described in Section 4.01(b)) and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Administrative AgentBorrower hereunder; provided that, which releases no fee will be paid on “Revolving Commitments” under and reassignments shall be as defined in form and substance reasonably satisfactory the Existing Credit Agreement to the Administrative Agent;extent not funded in breach of the Existing Credit Agreement. (viiig) the Collateral and Guaranty Requirements with respect Since December 31, 2008, there has been no event that has had or would reasonably be expected to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent);a Material Adverse Effect. (ixh) the The Administrative Agent shall have received the results of a copy recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy assets of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default Loan Parties except for Liens permitted by Section 6.02 or Event of Default and (ii) all representations and warranties contained herein discharged on or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or pursuant to documentation satisfactory to the Administrative Agent. (i) The Collateral Agent to satisfy related checks under all applicable laws and regulations shall have received the certificates representing the Equity Interests pledged pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Security Agreement or the LMC Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof. (j) Each Uniform Commercial Code financing statement or other transactions contemplated filing required by the Credit Documents or otherwise referred to herein or therein; andSecurity Agreement shall be in proper form for filing. (xxk) there The Collateral Agent shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this have received insurance certificates satisfying the requirements of Section 4.2(b) of the Security Agreement. (l) The Wachovia Credit Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or thereinshall have concurrently become effective. The Administrative Agent will give shall notify the Borrower and each Lender prompt written notice of the occurrence Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

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

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

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

Restatement Effective Date. This Agreement shall become effective on the date (the “Restatement Effective Date”Date when the Agent shall have received either (a) a counterpart of this Agreement signed on behalf of each party hereto or (b) written evidence reasonably satisfactory to the Agent (which may include a facsimile transmission or electronic image of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement. The obligations of the Lenders to make Loans to, and of the Issuing Banks to issue Letters of Credit for the account of, each Borrower shall become effective on the Restatement Effective Date upon the satisfaction of each of the following conditions shall have been satisfied on or prior precedent with respect to such date Borrower (which date shall be substantially concurrent or the waiver of such conditions in accordance with Section 8.2) and the “Effective Date,” as defined in delivery by such Borrower to the Plan Agent of Reorganization):the items specified below: 4.1.1 Certification from a secretary or an assistant secretary of such Borrower that (i) the Parentarticles or certificate of incorporation and the by-laws of such Borrower have not been modified since the Closing Date, GMSCor (ii) copies of such articles or certificate of incorporation and the by-laws attached thereto are true, Arlingtoncomplete and correct copies thereof, and, in each case, that such documents are in full force and effect as of the Restatement Effective Date, and a certificate of good standing with respect to such Borrower from the appropriate governmental officer in its jurisdiction of incorporation. 4.1.2 Copies, certified by the secretary or assistant secretary of such Borrower, of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the Administrative execution of the Loan Documents to which such Borrower is a party. 4.1.3 An incumbency certificate, executed or certified by the secretary or assistant secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Agent and the Lenders constituting shall be entitled to rely until informed of any change in writing by such Borrower. 4.1.4 A certificate, signed by an Authorized Officer of such Borrower, stating that on the Required Lenders shall have signed a counterpart hereof Restatement Effective Date (whether the same a) no Default or different counterpartsUnmatured Default has occurred and is continuing and (b) and the Subsidiary Guarantors described in clause (x) all of the definition thereof shall have signed an acknowledgment hereof representations and warranties contained in Article V are true and correct (whether the same or different counterpartsi) and shall have delivered the same to the Administrative Agent or, in the case of the Lendersrepresentations and warranties qualified as to materiality, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed all respects and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders otherwise, in all costsmaterial respects, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses in each case as of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement such date except to the extent then due and invoiced at least two Business Days prior any such representation or warranty is stated to the Restatement Effective Date; (iii) the Borrower shall have paid relate solely to the Lenders any interest that has accrued but has not been paid on the Revolving Loans an earlier date, in which case such representation or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization warranty shall have been confirmed by the Bankruptcy Court true and the conditions to effectiveness correct on and as of the Plan such earlier date. 4.1.5 Written opinions of Reorganization shall have been satisfied or waived such Borrower’s in-house counsel, in accordance with the terms thereof; (v) the Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be each case in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory addressed to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the ParentLenders, in substantially the form of Exhibit J, which A. 4.1.6 Any Notes requested by Lenders pursuant to Section 2.14 payable to each such requesting Lender. 4.1.7 All documentation and other information that any Lender shall be addressed reasonably have requested in order to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent and comply with its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the ongoing obligations under applicable “know your customer” information required pursuant to and anti-money laundering rules and regulations, including the PATRIOT USA Patriot Act. 4.1.8 Payment by such Borrower of all interest, in each case fees and other amounts accrued or owing for its account under the Existing Missouri Credit Agreement, whether or not such amounts are due and payable at the time under such agreement. 4.1.9 Such other documents as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information counsel may have reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective Daterequested.

Restatement Effective Date. This The amendments of the Restated Credit Agreement effected hereby and the Term D Commitments of the Term D Lenders shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been satisfied on or prior to such date (which date shall be substantially concurrent with the “Effective Date,” as defined in the Plan of Reorganization): (i) the Parent, GMSC, Arlington, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually received) at such office that the same has been signed and mailed to it; (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been in Section 4.02 are satisfied (or waived in accordance with the terms thereof;hereof): Table of Contents (va) Administrative Agent (or its counsel) shall have received from (i) the Requisite Lenders (as defined in the Restated Credit Agreement) an original or telecopy transmission of a signed consent to the amendment and restatement of the Restated Credit Agreement to occur on the Restatement Effective Date, (ii) Term D Lenders, original or telecopy transmissions of Lender Addendums providing aggregate commitments (or, in the case of Term C Lenders, with respect to Term C Loans to be converted pursuant to Section 1.04(c), a signed consent to the amendment and restatement of the Restated Credit Agreement to occur on the Restatement Effective Date) with respect to the entire aggregate principal amount of the Term D Commitments and (iii) Holdings and each Borrower, an original or telecopy transmission of a signed counterpart to this Agreement. (b) Administrative Agent shall have received a copy such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the duly authorized amendment effected hereby, the borrowing of and executed Other Credit Agreementconversion to the Term D Loans, which Other Credit Agreement shall be the repayment of the Term A Loans and the repayment or conversion of the Term C Loans and the other transactions contemplated hereby and any other legal matters relating to the Loan Parties or the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms;counsel. (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreementcertificate, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the incurrence of all the financings contemplated hereby, the Parent Date and its Subsidiaries, taken as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent signed by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature; (xv) the Administrative Agent shall have received copies of (i) the financial statements referred to in Sections 7.05(a), which financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) Cash Flow Projections for the 13-week period beginning on the Restatement Effective Date in form and substance reasonably satisfactory to the Lenders; (xvi) on the Restatement Effective Date, nothing shall have occurred since February 28, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent or the Required Lenders) which the Administrative Agent or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xvii) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to havePresident, a Material Adverse Effect (other than events publicly disclosed prior to the commencement Vice President or a Financial Officer of the Chapter 11 ProceedingsHoldings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal confirming compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby conditions set forth in this Section 4.01 and the granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Restatement Effective DateSection 4.02.

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

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

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

Restatement Effective Date. This The amendment and restatement of the Original Credit Agreement effected hereby and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the date (the “Restatement Effective Date”) on which each of the following conditions shall have been is satisfied on (or prior to such date (which date shall be substantially concurrent waived in accordance with the “Effective Date,” as defined in the Plan of ReorganizationSection 9.02): (ia) the Parent, GMSC, Arlington, the Borrower, the The Administrative Agent (or its counsel) shall have received from the Company and the Lenders constituting the Required Lenders shall have signed either (i) a counterpart hereof of this Agreement signed on behalf of such party or (whether the same or different counterpartsii) and the Subsidiary Guarantors described in clause (x) of the definition thereof shall have signed an acknowledgment hereof (whether the same or different counterparts) and shall have delivered the same written evidence satisfactory to the Administrative Agent or, in the case (which may include telecopy transmission of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile notice (actually receiveda signed signature page of this Agreement) at that such office that the same party has been signed and mailed to it;a counterpart of this Agreement. (iib) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and maritime counsel and other counsel to the Administrative Agent reasonably acceptable to the Borrower) and other compensation contemplated in connection with this Agreement and the Final DIP/Cash Collateral Order payable to the Administrative Agent and the Lenders in respect of the transactions contemplated by this Agreement to the extent then due and invoiced at least two Business Days prior to the Restatement Effective Date; (iii) the Borrower shall have paid to the Lenders any interest that has accrued but has not been paid on the Revolving Loans or the Term Loans pursuant to the Final DIP/Cash Collateral Order; (iv) the Plan of Reorganization shall have been confirmed by the Bankruptcy Court and the conditions to effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance with the terms thereof; (v) the The Administrative Agent shall have received a copy of the duly authorized and executed Other Credit Agreement, which Other Credit Agreement shall be in form and substance reasonably satisfactory favorable written opinion (addressed to the Administrative Agent and shall be in full force and effect in accordance with its terms; (vi) (a) the Equity Investment shall have been received by the Parent and certain of its Subsidiaries, (b) the Equity Conversion shall have occurred and (c) the Loans under this Agreement shall have been partially repaid in the amount of $39,649,220 with the proceeds of the Equity Investment; (vii) all Indebtedness of the Borrower, GMSC, the Parent and its other Subsidiaries under the DIP Credit Agreement, shall have been repaid in full with proceeds of the Equity Investment, together with all fees and other amounts owing thereon, all commitments thereunder shall have been terminated, and all security documentation relating thereto shall have been terminated and released or reassigned, and the Administrative Agent shall have received all such releases and reassignments as may have been requested by the Administrative Agent, which releases and reassignments shall be in form and substance reasonably satisfactory to the Administrative Agent; (viii) the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall have been satisfied (including any amendments to the Security Documents set forth in the definition of Collateral and Guaranty Requirements as are necessary or desirable in the sole discretion of the Administrative Agent); (ix) the Administrative Agent shall have received a copy of the duly authorized and executed Primary Intercreditor Agreement, which Primary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (x) the Administrative Agent shall have received a copy of the duly authorized and executed Secondary Intercreditor Agreement, which Secondary Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in full force and effect in accordance with its terms; (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to the Transaction (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (xii) all Loans converted or continued pursuant to this Agreement shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, the Margin Regulations Documentation Agent, the Issuing Banks and the collateral valuation requirements thereunder, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations; (xiii) after giving effect to the Transaction, there shall be no conflict with, or default under, any material agreement or contractual or other restrictions which is binding for the Borrower or any of its Subsidiaries; (xiv) the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate from the senior financial officer of the Parent, in the form of Exhibit J, which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date) of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, setting forth L.L.P., counsel for the conclusion thatCompany, after giving effect covering such other matters relating to the incurrence of all the financings contemplated herebyLoan Parties, the Parent and its Subsidiaries, taken Loan Documents or the Transactions as a whole, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of Administrative Agent shall reasonably request. The Company hereby requests such indebtedness, and will not be left with unreasonably small capital with which counsel to engage in their respective businesses and will not have incurred debts beyond their ability to pay deliver such debts as they mature;opinion. (xvc) the The Administrative Agent shall have received copies such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of (i) each Loan Party, the financial statements referred authorization of the Transactions and any other legal matters relating to in Sections 7.05(a)the Loan Parties, which financial statements shall be the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (iid) Cash Flow Projections for the 13-week period beginning on The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in form paragraphs (a) and substance reasonably satisfactory to the Lenders;(b) of Section 4.02. (xvie) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, nothing shall have occurred since February 28including, 2012 (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known to the Administrative Agent extent invoiced, reimbursement or the Required Lenderspayment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) which the Administrative Agent required to be reimbursed or the Required Lenders shall determine is reasonably likely to have a Material Adverse Effect (paid by any Loan Party hereunder or under any other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom);Loan Document. (xviif) other than the Chapter 11 Proceedings, there shall be no actions, suits or proceedings pending or threatened (i) against the Credit Parties that challenges, enjoins or prevents this Agreement or any other Credit Document or (ii) which the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect (other than events publicly disclosed prior to the commencement of the Chapter 11 Proceedings, the commencement The Collateral and continuation of the Chapter 11 Proceeding and the consequences that would reasonably be expected to result therefrom); (xviii) the Credit Parties shall have provided, or procured the supply of, the “know your customer” information required pursuant to the PATRIOT Act, in each case as reasonably requested by any Lender or the Administrative Agent at least three Business Days prior to the Restatement Effective Date in connection with its internal compliance regulations thereunder or other information reasonably requested by the Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby; (xix) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, the other transactions contemplated hereby and the granting of Liens under the Credit Documents Guarantee Requirement shall have been obtained satisfied on the Effective Date and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred continue to herein or therein; and (xx) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence be satisfied as of the Restatement Effective Date. (g) The Administrative Agent shall have received a completed Borrowing Base Certificate as of May 31, 2000, dated the Restatement Effective Date and signed by a Financial Officer of the Company. The Administrative Agent shall notify the Company and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

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