Exhibit
10.35


SECOND AMENDMENT
AND CONSENT TO THE CREDIT AGREEMENT


SECOND AMENDMENT AND
CONSENT TO THE CREDIT AGREEMENT (this “Second Amendment”), dated as of
February 16, 2007 among GENERAL MARITIME CORPORATION, a Marshall Islands
corporation (the “Borrower”), 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 Borrower,
the Lenders and the Administrative Agent have entered into a Credit Agreement,
dated as of October 26, 2005 (as amended, modified or supplemented from time to
time, the “Credit Agreement”);


WHEREAS, subject to the
terms and conditions set forth below, the parties hereto wish to amend and/or
waive certain provisions of the Credit Agreement as provided herein;


NOW, THEREFORE, it is
agreed;


A.                                   Amendments
to the Credit Agreement


1.          Section 4.02(b) of the Credit
Agreement is hereby amended by deleting the table appearing therein and
inserting the table below in lieu thereof:


	
  Scheduled Commitment Reduction Date

  	
   

  	
  Amount

  	
   

  
	
  October 26, 2009

  	
   

  	
  $

  	
  50,062,500

  	
   

  
	
  April 26, 2010

  	
   

  	
  $

  	
  50,062,500

  	
   

  
	
  October 26, 2010

  	
   

  	
  $

  	
  50,062,500

  	
   

  
	
  April 26, 2011

  	
   

  	
  $

  	
  50,062,500

  	
   

  
	
  October 26, 2011

  	
   

  	
  $

  	
  50,062,500

  	
   

  
	
  April 26, 2012

  	
   

  	
  $

  	
  50,062,500

  	
   

  
	
  Maturity Date

  	
   

  	
  $

  	
  599,625,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


2.          Section 8.01(d) is hereby amended by
deleting the existing text of the first sentence thereof and replacing in lieu
thereof the following new text:


“As soon as
available but not more than 45 days after the commence­ment of each fiscal year
of the Borrower beginning with its fiscal year commencing on January 1, 2006, a
budget of 













the Borrower and
its Subsidiaries in reasonable detail for each of the twelve months and four
fiscal quarters of such fiscal year.”.


3.          Section 9.03(iii) of the Credit
Agreement is hereby amended by replacing the existing text thereof in its
entirety and replacing in lieu thereof the following new text:


“(iii)
the Borrower may make, pay or declare cash Dividends; provided that, for all
Dividends paid pursuant to this clause (iii):


(A)           such Dividends are paid within 90
days of the declaration thereof;


(B)           no Default or Event of Default has
occurred and is continuing (or would arise after giving effect thereto) at the
time of declaration of such Dividends,


(C)            no Significant Default has occurred
and is continuing (or would arise after giving effect thereto) at the time of
payment of such Dividends, and


(D)          (x) (I) the aggregate Dividends paid
in respect of a fiscal quarter shall not exceed, for any Dividends declared
with respect to the fiscal quarter ended December 31, 2006, the sum of the
Permitted Dividend Amount for such fiscal quarter and the Additional Permitted
Shareholder Payment Amount at the time of declaration and payment, (II) such
Dividends paid in respect of a fiscal quarter shall only be paid after the date
of delivery of quarterly or annual financial statements for such fiscal
quarter, pursuant to Sections 8.01(a) and (b), as the case may be, and on or
prior to 45 days after the immediately succeeding fiscal quarter and (III) on
or prior to the payment of such Dividends, the Borrower shall deliver to the
Administrative Agent an officer’s certificate signed by the Chief Financial
Officer of the Borrower, certifying that the requirements set forth in clauses
(A) through (D) are satisfied and setting forth the calculation of the
Permitted Dividend Amount and the Additional Permitted Shareholder Payment
Amount in reasonable detail; and


(y) the aggregate Dividends paid in respect of a
fiscal quarter shall not exceed, for any Dividends with respect to the fiscal
quarters ended on or after March 31, 2007, $0.50 per common share (with such
amount to be adjusted for any stock dividends, stock splits and stock
combinations issued after February 16, 2007), of the Borrower.”.


4.          Section 9.03(iv) of the Credit
Agreement is hereby amended by replacing the existing text thereof in its
entirety and replacing in lieu thereof the following new text:


“(iv)        the Borrower may pay Dividends,
including Stock Buy-Backs; provided that for all Dividends made pursuant
to this clause (iv), (A) no Default or Event of Default has occurred and is
continuing at the time of such Dividends (or would arise after giving effect
thereto), (B) the aggregate amount at any time expended on Dividends made
pursuant to this clause (iv) after February 16, 2007 shall not exceed the sum
of (x) $50,000,000 plus (y) 50% of Cumulative Net Excess Cash Flow
and (C) not later than fifteen (15) days after the end of an calendar quarter
in which any Dividends have occurred, the Borrower shall deliver to the
Administrative Agent an officer’s certificate signed by the Chief Financial
Officer of the Borrower, certifying that the requirements set 



 2
 









forth
in clauses (A), and (B) are satisfied and setting forth the calculation the
Cumulative Net Excess Cash Flow in reasonable detail; and”.


5.          Section 9.03 of the Credit Agreement
is hereby further amended by adding the following new clause (v) following
clause (iv):


“(v)  the
Borrower may make, pay or declare the Special Dividend provided that, (A) such
Special Dividend is paid within 90 days of the declaration thereof; (B) no
Default or Event of Default has occurred and is continuing (or would arise
after giving effect thereto) at the time of declaration or payment of such
Special Dividend, and (C) on or prior to the payment of such Special Dividend,
the Borrower shall deliver to the Administrative Agent an officer’s certificate
signed by the Chief Financial Officer of the Borrower, certifying that the
requirements set forth in clauses (A) through (B) are satisfied and setting
forth the calculation of the amount of the Special Dividend.”.


6.          Section 9.07 of the Credit Agreement
is hereby amended by deleting the existing text in its entirety and inserting
in lieu thereof the following new text:


“9.07  Minimum Cash Balance.  (a) At any time prior to April 1, 2007, the
Borrower will not permit the sum of (x) unrestricted cash and Cash
Equivalents held by the Borrower and its Subsidiaries plus (y) the
lesser of (i) the Total Available Unutilized Commitment and (ii) $50,000,000,
to be less than  $100,000,000.


(b)  At any time on or after April 1, 2007, the
Borrower will not permit the sum of (x) unrestricted cash and Cash
Equivalents held by the Borrower and its Subsidiaries plus (y) the
lesser of (i) the Total Available Unutilized Commitment and (ii) $25,000,000,
to be less than $50,000,000.”.


7.             Section
9.08 of the Credit Agreement is hereby amended by inserting “ended on or prior
to March 31, 2007” immediately following the phrase “fiscal quarter” appearing
therein.


8.             Section
9.09 of the Credit Agreement is hereby amended by deleting the existing text in
its entirety and inserting in lieu thereof the following new text:


“9.09  Minimum Consolidated Net Worth.   The Borrower will not permit the Consolidated
Net Worth at any time prior to the Business Day preceding the payment of the
Special Dividend to be less than $500,000,000.”.


9.             Section 9 of the
Credit Agreement is hereby amended by inserting the following new Section 9.15
at the end thereof:


“9.15  Net Debt to EBITDA Ratio.  The Borrower will not permit the Net Debt to
EBITDA Ratio to be greater than 5.5:1.00 on the last day of any fiscal quarter
at any time from April 1, 2007.”


10.                  Section 11.01 of the Credit Agreement is
hereby amended by inserting the following new definitions in appropriate
alphabetical order:


 



 3
 









“Adjusted
Consolidated Working Capital” shall mean, at any time, Consolidated Current
Assets (but excluding therefrom all cash and Cash Equivalents) less
Consolidated Current Liabilities at such time.


“Consolidated
Current Assets” shall mean, at any time, the consolidated current assets of
the Borrower and its Subsidiaries at such time.


“Consolidated
Current Liabilities” shall mean, at any time, the consolidated current
liabilities of the Borrower and its Subsidiaries at such time, but excluding
the current portion of any Indebtedness under this Agreement and the current
portion of any other long-term Indebtedness which would otherwise be included
therein.


“Consolidated
EBIT” shall mean, for any period, the Consolidated Net Income for such
period, before interest expense and provision for taxes based on income and
without giving effect to any extraordinary gains or losses or gains or losses
from sales of assets other than inventory sold in the ordinary course of
business.


“Consolidated
EBITDA” shall mean, for any period, Consolidated EBIT, adjusted by adding
thereto the amount of (i) all amortization of intangibles and depreciation and
(ii) non-cash management incentive compensation, in each case that were
deducted in arriving at Consolidated EBIT for such period.


“Cumulative
Net Excess Cash Flow” shall mean, at any date of determination, the
cumulative amount of Excess Cash Flow from January 1, 2007 minus the
aggregate amount of all Dividends paid pursuant to Section 9.03(iii)(D)(y).


“Excess
Cash Flow” shall mean, for any period (a) the sum of, without duplication,
(i) Consolidated Net Income excluding any gains or losses arising from any
Interest Rate Protection Agreements for such period and (ii) the decrease, if
any, in Adjusted Consolidated Working Capital from the first day to the last
day of such period, minus (b) the sum of, without duplication, (i) the
aggregate amount of all capital expenditures (including amounts paid for Vessel
Acquisitions) made by the Borrower and its Subsidiaries during such period
(other than capital expenditures to the extent financed with equity proceeds,
asset sale proceeds, insurance proceeds or Indebtedness), (ii) the aggregate
amount of permanent principal payments of Indebtedness for borrowed money of
the Borrower and its Subsidiaries during such period (other than (1) repayments
made with the proceeds of asset sales, sales or issuances of equity, insurance
or Indebtedness and (2) payments of Loans and/or other Obligations, provided
that repayments of Loans shall be deducted in determining Excess Cash Flow to
the extent such repayments were (x) required as a result of a Scheduled
Repayment pursuant to Section 4.02(b) or (y) made as a voluntary prepayment pursuant
to Section 4.01 with internally generated funds (but only to the extent
accompanied by a voluntary reduction to the Total Revolving Loan Commitment in
an amount equal to such prepayment)), and (iii) the increase, if any, in
Adjusted Consolidated Working Capital from the first day to the last day of
such period.


“Net Debt to EBITDA Ratio” shall mean, at any date of
determination, the ratio of Consolidated Indebtedness on such date less
unrestricted cash and Cash Equivalents 



 4
 









held by
the Borrower or its Subsidiaries on such date to Consolidated EBITDA for such
Test Period ending on such date.


“Special
Dividend” shall mean a one-time cash Dividend of up to $15 per share to be
paid on or prior to December 31, 2007; provided that the aggregate
amount of the Special Dividend shall not exceed $500,000,000.


11.        Schedule I of the Credit Agreement is
hereby amended by deleting the existing Schedule I in its entirety and
inserting Exhibit A attached hereto in lieu thereof.


B.                                     Consent


1.          Notwithstanding anything to the
contrary contained in Section 9.02 of the Credit Agreement, the Required
Lenders hereby consent to the dissolution of the following Subsidiary
Guarantors (such Subsidiaries, the “Dissolving Subsidiaries”):


	
  Company Name

  	
   

  	
  Jurisdiction

  
	
  GMR Alta LLC

  	
   

  	
  Liberia

  
	
  GMR Baltic LLC

  	
   

  	
  Liberia

  
	
  GMR Conqueror LLC

  	
   

  	
  Liberia

  
	
  GMR George LLC

  	
   

  	
  Liberia

  
	
  GMR Harriet LLC

  	
   

  	
  Liberia

  
	
  GMR Ocean LLC

  	
   

  	
  Liberia

  
	
  GMR Spirit LLC

  	
   

  	
  Liberia

  
	
   

  	
   

  	
   

  
	
  GMR Ariston LLC

  	
   

  	
  Marshall Islands

  
	
  GMR Boss

  	
   

  	
  Marshall Islands

  
	
  GMR Centaur LLC

  	
   

  	
  Marshall Islands

  
	
  GMR Gabriel LLC

  	
   

  	
  Marshall Islands

  
	
  GMR Macedon LLC

  	
   

  	
  Marshall Islands

  
	
  GMR Malta LLC

  	
   

  	
  Marshall Islands

  
	
  GMR Nestor LLC

  	
   

  	
  Marshall Islands

  
	
  GMR Prometheus LLC

  	
   

  	
  Marshall Islands

  
	
  GMR Sky LLC

  	
   

  	
  Marshall Islands

  
	
  GMR Transporter LLC

  	
   

  	
  Marshall Islands

  
	
  GMR Traveller LLC

  	
   

  	
  Marshall Islands

  
	
  GMR Zoe LLC

  	
   

  	
  Marshall Islands

  
	
   

  	
   

  	
   

  
	
  GMR Pacific Limited

  	
   

  	
  Malta

  
	
  Genmar West Virginia Ltd.

  	
   

  	
  Malta

  
	
  Genmar Kentucky Ltd.

  	
   

  	
  Malta

  



 


The Borrower hereby
represents and warrants to the Lenders that the Dissolving Subsidiaries do not
own any Vessels or material assets.



 5
 









 


C.                                     Miscellaneous
Provisions


1.          In order to induce the Lenders to
enter into this Second Amendment, the Borrower hereby represents and warrants
to each of the Lenders that immediately after giving effect to this Second
Amendment (i) all of the representations and warranties contained in the Credit
Agreement and in the other Credit Documents are true and correct in all
material respects on and as of the Second Amendment Effective Date (as defined
below) (unless such representations and warranties relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date) and (ii) there exists
no Default or Event of Default on the Second Amendment Effective Date.


2.          This Second Amendment is limited as
specified and shall not constitute a modification, acceptance or waiver of any
other provision of the Credit Agreement or any other Credit Document.


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


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


5.          This Second Amendment shall become
effective on the date (the “Second Amendment Effective Date”) when:


(i)                                     
the Borrower, each Subsidiary Guarantor and the Required Lenders shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including by way of facsimile transmission) the same to
the Administrative Agent; and


(ii)                                  each
Vessel Mortgage shall have been amended (such amendments, the “Vessel Mortgage
Amendments”) in a manner reasonably satisfactory in form and substance to
the Administrative Agent to secure the Obligations;


(iii)                               the
Administrative Agent shall have received a certificate, dated the Second
Amendment Effective Date, signed by an Authorized Officer, member or general
partner of each Credit Party, and attested to by the secretary or any assistant
secretary (or, to the extent such Credit Party does not have a secretary or
assistant secretary, the analogous Person within such Credit Party) of such
Credit Party, as the case may be, together with copies of the resolutions of
such Credit Party referred to in such certificate, and the foregoing shall be
reasonably acceptable to the Administrative Agent;



 6
 









 


(iv)                              the
Administrative Agent shall have received from Kramer Levin Naftalis &
Frankel LLP, special New York counsel to the Borrower and its Subsidiaries
reasonably satisfactory to the Administrative Agent, an opinion addressed to
the Administrative Agent and each of the Lenders and dated the Second Amendment
Effective Date, in form and substance reasonably acceptable to the
Administrative Agent, and covering such matters incident to this Amendment as
the Administrative Agent may reasonably request;


(v)                                 the
Administrative Agent shall have received from Constantine P.  Georgiopoulos, special New York maritime
counsel to the Borrower and its Subsidiaries, an opinion addressed to the
Administrative Agent and each of the Lenders and dated the Second Amendment
Effective Date, in form and substance satisfactory to the Administrative Agent,
and covering such matters incident to this Amendment as the Administrative
Agent may reasonably request, including the Vessel Mortgage Amendments;


(vi)                              the
Administrative Agent shall have received from George E. Henries, Esq., special
Liberian counsel to the Borrower and its Subsidiaries, an opinion addressed to
the Administrative Agent and each of the Lenders and dated the Second Amendment
Effective Date, in form and substance satisfactory to the Administrative Agent,
and covering such matters incident to this Amendment as the Administrative
Agent may reasonably request, including the Vessel Mortgage Amendments;


(vii)                           the
Administrative Agent shall have received from Dennis J. Reeder, Esq., special
Marshall Islands counsel to the Borrower and its Subsidiaries, an opinion
addressed to the Administrative Agent and each of the Lenders and dated the
Second Amendment Effective Date,  in form
and substance satisfactory to the Administrative Agent, and covering such
matters incident to this Amendment as the Administrative Agent may reasonably
request, including the Vessel Mortgage Amendments; and


(viii)                        the
Borrower shall have paid to the Administrative Agent and the Lenders all
reasonable fees, costs and expenses (including without limitation, legal fees
and expenses) payable to the Administrative Agent and the Lenders to the extent
then due.


6.          The Borrower hereby covenants and
agrees, so long as the Second Amendment Effective Date occurs, to pay to each
Lender which has executed and delivered to the Administrative Agent (or its
designee) a counterpart hereof by 12:00 Noon (New York time) on February 16,
2007 a non-refundable cash amendment fee equal to 0.075% of its Commitment
(after giving effect to the increase in Commitments pursuant to this Second
Amendment), which fee shall not be subject to counterclaim or set-off, or be
otherwise affected by, any claim or dispute relating to any other matter and
shall be paid by the Borrower to the Administrative Agent for distribution to
such Lenders on the Second Amendment Effective Date or, if such Lender has not
executed the Second Amendment by the Second Amendment Effective Date, two
Business Days thereafter.



 7
 









 


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


*              *              *


 



 8















IN WITNESS WHEREOF, the
undersigned have caused this Second Amendment to be duly executed and delivered
as of the date first above written.


	
  

  	
   

  	
  GENERAL MARITIME CORPORATION 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ John C. Georgiopoulos

  	
   

  
	
   

  	
   

  	
   

  	
  Name: John C. Georgiopoulos

  
	
   

  	
   

  	
   

  	
  Title:  Executive
  Vice President

  



 













 


 


	
  

  	
   

  	
  NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
  Individually and as Administrative Agent 
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Hans Chr. Kjelsrud

  
	
   

  	
   

  	
   

  	
  Name: Hans Chr. Kjelsrud

  
	
   

  	
   

  	
   

  	
  Title:   Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Colleen M. Durkin 

  
	
   

  	
   

  	
   

  	
  Name: Colleen Durkin

  
	
   

  	
   

  	
   

  	
  Title:    Vice
  President

  



 













 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ALLIANCE & LEICESTER COMMERCIAL BANK PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ C.S. Jones

  
	
   

  	
   

  	
   

  	
  Name:  C.S.
  Jones

  
	
   

  	
   

  	
   

  	
  Title:   Director
  of Corporate & Structured Finance

  



 













 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ALLIED IRISH BANKS PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raymond Blake

  
	
   

  	
   

  	
   

  	
  Name:Raymond Blake

  
	
   

  	
   

  	
   

  	
  Title:  Manager,
  AIB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Catherine Malee

  
	
   

  	
   

  	
   

  	
  Name: Catherine Malee

  
	
   

  	
   

  	
   

  	
  Title:   Manager,
  AIB

  














 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  	
   

  
	
  :

  	
   

  	
  NAME OF INSTITUTION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Russel Parker

  
	
   

  	
   

  	
   

  	
  Name: Russel Parker

  
	
   

  	
   

  	
   

  	
  Title:   Senior
  Director, Marine Finance

  



 













 


	
  

  	
  SIGNATURE PAGE
  TO THE SECOND AMENDMENT, DATED AS OF FEBRUARY 16, 2007, TO THE CREDIT
  AGREEMENT, DATED AS OF OCTOBER 26, 2005, AMONG GENERAL MARITIME CORPORATION,
  THE LENDERS PARTY THERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS
  ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
  NAME OF
  INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BAYERISCHE
  HYPO-UND VEREINSBANK AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Silvana
  Nicolini

  
	
   

  	
   

  	
  Name: Silvana
  Nicolini

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin
  Borchert

  
	
   

  	
   

  	
  Name: Martin
  Borchert

  



 













 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF
  INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert
  Malleck

  
	
   

  	
   

  	
   

  	
  Name: Robert
  Malleck

  
	
   

  	
   

  	
   

  	
  Title:   Vice
  President

  



 













 


	
  

  	
  SIGNATURE PAGE
  TO THE SECOND AMENDMENT, DATED AS OF FEBRUARY 16, 2007, TO THE CREDIT
  AGREEMENT, DATED AS OF OCTOBER 26, 2005, AMONG GENERAL MARITIME CORPORATION,
  THE LENDERS PARTY THERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS
  ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
  NAME OF
  INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alex Aupoix

  
	
   

  	
   

  	
  Name: Alex
  Aupoix

  
	
   

  	
   

  	
  Title:Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrienne
  Molloy

  
	
   

  	
   

  	
  Name: Adrienne
  Molloy

  
	
   

  	
   

  	
  Title:Vice
  President

  



 













 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF
  INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DANISH SHIP
  FINANCE A/S

  
	
   

  	
   

  	
  (DANMARKS
  SKIBSKREDIT A/S)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Denis Donbo

  
	
   

  	
   

  	
   

  	
  Name: Denis
  Donbo

  
	
   

  	
   

  	
   

  	
  Title:   Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kate Nielsen

  
	
   

  	
   

  	
   

  	
  Name: Kate
  Nielsen

  



 













 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DnB NOR BANK ASA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Nikolai A.
  Nachamkin

  
	
   

  	
   

  	
   

  	
  Name: Nikolai A.
  Nachamkin

  
	
   

  	
   

  	
   

  	
  Title:   Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Pal
  Magnussen

  
	
   

  	
   

  	
   

  	
  Name: Pal
  Magnussen

  
	
   

  	
   

  	
   

  	
  Title:   Vice
  President

  
					



 


 


















	
  

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DRESDNER BANK AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jens von Flave

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Jens von Flave

  
	
   

  	
   

  	
  Title:       Assistant
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jurgen Polm

  
	
   

  	
   

  	
  Name: Jurgen Polm

  
	
   

  	
   

  	
  Title:       Head
  of Credit Management: Ships & Yards

  



 













 


	
  

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
  FORTIS CAPITAL CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Svein Engh

  
	
   

  	
   

  	
  Name: Svein Engh

  
	
   

  	
   

  	
  Title:       Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carl Rasmussen

  
	
   

  	
   

  	
  Name: Carl Rasmussen

  
	
   

  	
   

  	
  Title:       Senior
  Vice President

  



 













 


	
  

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSH NORDBANK AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stefan Noll

  
	
   

  	
   

  	
  Name: Stefan Noll

  
	
   

  	
   

  	
  Title:       Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thorsten Lundius

  
	
   

  	
   

  	
  Name: Thorsten Lundius

  
	
   

  	
   

  	
  Title:       Vice
  President

  



 













 


	
  

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LLOYDS TSB BANK PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anothony Stevens

  
	
   

  	
   

  	
  Name: Anthony Stevens

  
	
   

  	
   

  	
  Title:       Associate
  Director, Portfolio Management

  



 













 


	
  

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIXIS, FORMERLY KNOWN AS NATEXIS BANQUES
  POPULAIRES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Antoine Saint Olive

  
	
   

  	
   

  	
  Name: Antoine Saint Olive

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michel Degermann

  
	
   

  	
   

  	
  Name: Michel Degermann

  
	
   

  	
   

  	
  Title:       Head
  of Shipping Finance

  



 













 


	
  

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE ROYAL BANK OF SCOTLAND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrian Meadows

  
	
   

  	
   

  	
  Name: Adrian Meadows

  
	
   

  	
   

  	
  Title:       Director,
  Ship Finance Portfolio Management

  



 













 


	
  

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S. Lewallen

  
	
   

  	
   

  	
  Name: S. Lewallen

  
	
   

  	
   

  	
  Title:       Global
  Head

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Pratt

  
	
   

  	
   

  	
  Name: J. Pratt

  
	
   

  	
   

  	
  Title:       Client
  Executive

  



 













 


	
  

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,
  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK
  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUMITOMO MITSUI BANKING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Masakazu Hasegawa

  
	
   

  	
   

  	
  Name: Masakuza Hasegawa

  
	
   

  	
   

  	
  Title:       Joint
  General Manager

  



 













 


	
  

  	
  Acknowledged and Agreed by:

  

  GMR AGAMEMNON LLC,

  GMR AJAX LLC,

  GMR ALEXANDRA LLC,

  GMR ARGUS LLC,

  GMR CHALLENGER LLC,

  GMR CHAMP LLC,

  GMR COMMANDER LLC,

  GMR CONSTANTINE LLC,

  GMR DEFIANCE LLC,

  GMR ENDURANCE LLC,

  GMR GULF LLC,

  GMR HARRIET G LLC,

  GMR HECTOR LLC,

  GMR HONOUR LLC,

  GMR HOPE LLC,

  GMR HORN LLC,

  GMR KESTREL LLC,

  GMR LEONIDAS LLC,

  GMR MINOTAUR LLC,

  GMR ORION LLC,

  GMR PERICLES LLC,

  GMR PHOENIX LLC,

  GMR PRINCESS LLC,

  GMR PROGRESS LLC,

  GMR REVENGE LLC,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Georgiopoulos

  
	
   

  	
   

  	
  Name:  John C.
  Georgiopoulos

  
	
   

  	
   

  	
  Title:     Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Kerr

  
	
   

  	
   

  	
  Name:  Brian Kerr

  
	
   

  	
   

  	
  Title:    Manager

  



 













 


	
  

  	
  GMR SPARTIATE LLC,

  GMR SPYRIDON LLC,

  GMR STAR LLC,

  GMR STRENGTH LLC,

  GMR SUN LLC,

  GMR TRADER LLC,

  GMR TRUST LLC,

  GMR KARA G LLC,

  as Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Georgiopoulos

  
	
   

  	
   

  	
  Name:  John C. Georgiopoulos

  
	
   

  	
   

  	
  Title:    Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Kerr

  
	
   

  	
   

  	
  Name:  Brian Kerr

  
	
   

  	
   

  	
  Title:    Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL MARITIME MANAGEMENT LLC,

  
	
   

  	
  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Milton H. Gonzales

  
	
   

  	
   

  	
  Name:  Milton H. Gonzales

  
	
   

  	
   

  	
  Title:    Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  GMR ADMINISTRATION CORP.,

  
	
   

  	
  as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey D. Pribor

  
	
   

  	
   

  	
  Name:  Jeffrey D. Pribor

  
	
   

  	
   

  	
  Title:    Vice President

  



 


















 


	
   

  	
   

  	
  GMR NEWBUILDING 1, LLC,

  
	
   

  	
   

  	
  GMR NEWBUILDING 2, LLC,

  
	
   

  	
   

  	
  GMR NEWBUILDING 3, LLC,

  
	
   

  	
   

  	
  GMR NEWBUILDING 4, LLC,

  
	
   

  	
   

  	
  as Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  General Maritime Corporation, Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
        /s/ John
  C. Georgiopoulos

  
	
   

  	
   

  	
   

  	
   

  	
  Name: John C. Georgiopoulos

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  GMR Administration Corp., Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey D. Pribor

  
	
   

  	
   

  	
   

  	
  Name: Jeffrey D. Pribor

  
	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  



 


 













EXHIBIT A

SCHEDULE I


COMMITMENTS



	
  Lender

  	
   

  	
  Commitments

  	
   

  
	
  NORDEA BANK FINLAND
  PLC, NEW YORK BRANCH

  	
   

  	
  $

  	
  129,687,500

  	
   

  
	
  DNB NOR BANK ASA, NEW
  YORK BRANCH

  	
   

  	
  $

  	
  129,687,500

  	
   

  
	
  HSH NORDBANK AG

  	
   

  	
  $

  	
  129,687,500

  	
   

  
	
  THE GOVERNOR AND
  COMPANY OF THE BANK OF SCOTLAND

  	
   

  	
  $

  	
  61,875,000

  	
   

  
	
  DRESDNER BANK AG IN
  HAMBURG

  	
   

  	
  $

  	
  61,875,000

  	
   

  
	
  THE ROYAL BANK OF
  SCOTLAND PLC

  	
   

  	
  $

  	
  61,875,000

  	
   

  
	
  ALLIANCE &
  LEICESTER COMMERCIAL BANK PLC

  	
   

  	
  $

  	
  47,812,500

  	
   

  
	
  LLOYDS TSB BANK PLC

  	
   

  	
  $

  	
  42,500,000

  	
   

  
	
  CITIBANK, N.A

  	
   

  	
  $

  	
  28,125,000

  	
   

  
	
  DANISH SHIP FINANCE A/S
  (DANMARKS SKIBSKREDIT A/S)

  	
   

  	
  $

  	
  28,125,000

  	
   

  
	
  NATEXIS BANQUES
  POPULAIRES

  	
   

  	
  $

  	
  28,125,000

  	
   

  
	
  SUMITOMO MITSUI BANKING
  CORP., NEW YORK

  	
   

  	
  $

  	
  28,125,000

  	
   

  
	
  ALLIED IRISH BANKS,
  P.L.C.

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  FORTIS CAPITAL CORP.

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  SKANDINAVISKA ENSKILDA
  BANKEN AB (PUBL)

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  BAYERISCHE HYPO- UND
  VEREINSBANK AG

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  CREDIT INDUSTRIEL ET
  COMMERCIAL, NEW YORK BRANCH

  	
   

  	
  $

  	
  22,500,000

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  900,000,000