THIRD AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

Exhibit 10.4

THIRD AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

THIRD AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of May 8, 2012 (this “Third Amendment”), by and among GENERAL MARITIME CORPORATION, a Marshall Islands corporation (the “Parent”), the other Guarantors listed on the signature pages hereto (the “Guarantors”), GENERAL MARITIME SUBSIDIARY CORPORATION, a Marshall Islands corporation (“GMSC”), GENERAL MARITIME SUBSIDIARY II CORPORATION, a Marshall Islands corporation (together with GMSC, the “Borrowers”), the Lenders party from time to time to the Credit Agreement referred to below (the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent.  Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined.

W I T N E S S E T H :

WHEREAS, the Parent, the Borrowers, the Guarantors, the Lenders and the Administrative Agent are parties to the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of November 17, 2011 and amended as of February 14, 2012 and March 30, 2012 (as further amended, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions of this Third Amendment, the parties hereto wish to waive certain provisions of the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

I.                                         Amendments to Credit Agreement.

1.                                       Section 9.02 of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing at the end of clause (vii) of said Section, (ii) deleting the period (“.”) appearing at the end of clause (viii) of said Section and inserting the text “; and” in lieu thereof, and (iii) inserting the following new clause (ix) in the appropriate order:

“(ix)                          GMR Alexandra LLC may sell the M/V Genmar Alexandra for cash provided that the Net Cash Proceeds thereof are applied in accordance with the requirements of Section 4.02(b).”.

II.                                     Miscellaneous Provisions.

1.                                       In order to induce the Lenders to enter into this Third Amendment, each of the Borrowers and the Parent hereby represents and warrants that (i) no Default or Event of Default exists as of the Third Amendment Effective Date (as defined below) before and after giving effect to this Third Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Third Amendment Effective Date both before and after giving effect to this Third Amendment, with the same effect as though such representations and warranties had been made

on and as of the Third Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

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

3.                                       This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of any executed counterpart of this Third Amendment by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.

4.                                       THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

5.                                       This Third Amendment shall become effective on the date (the “Third Amendment Effective Date”) when (i) the Parent, each Borrower, each Guarantor, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip-Daniels (facsimile number: 212 ###-###-#### / e-mail address: ***@***), (ii) the order of the Bankruptcy Court confirming an Acceptable Plan shall (x) approve the sale of the M/V Genmar Alexandra and the application of the Net Cash Proceeds therefrom to the repayment of Term Loans, (y) provide that the minimum liquidity condition precedent to the consummation of the transactions set forth in the Equity Commitment Agreement (as defined in the Restructuring Support Agreement) shall be waived, and (z) provide that no Material Adverse Effect (as defined in the Equity Commitment Agreement) has occurred as of May 3, 2012, and such order shall be in form and substance satisfactory to the Administrative Agent, and (iii) the Borrowers shall have paid to the Administrative Agent all outstanding fees and expenses in connection with the Credit Agreement to the extent due and invoiced prior to the Third Amendment Effective Date (including, without limitation, the fees and expenses of White & Case LLP and, with respect to the fees and expenses of Shearman & Sterling LLP, the amount agreed to between Shearman & Sterling LLP and the Borrowers).

6.                                       The Parent, each Borrower and each Guarantor as debtor, grantor, pledgor or assignor, or in any other similar capacity in which the Parent, each Borrower and each

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

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

*        *        *

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

Signature Page to Third Amendment to DIP Credit Agreement

Signature Page to Third Amendment to DIP Credit Agreement

Signature Page to Third Amendment to DIP Credit Agreement

Signature Page to Third Amendment to DIP Credit Agreement

Signature Page to Third Amendment to DIP Credit Agreement

Signature Page to Third Amendment to DIP Credit Agreement

Signature Page to Third Amendment to DIP Credit Agreement

Signature Page to Third Amendment to DIP Credit Agreement

Signature Page to Third Amendment to DIP Credit Agreement

Signature Page to DIP Third Amendment

Signature Page to DIP Third Amendment

Signature Page to DIP Third Amendment

Signature Page to DIP Third Amendment

Signature Page to DIP Third Amendment