<PAGE>

                                                                       H&K Draft
                                                                        06/06/01

                                                                     EXHIBIT I-2
                                                         TO THE CREDIT AGREEMENT




                                     FORM OF
                          FIRST PREFERRED SHIP MORTGAGE


                             ON LIBERIAN FLAG VESSEL


                                    [VESSEL]
                         OFFICIAL NO. [OFFICIAL NUMBER]


                                   executed by


                                  [SHIPOWNER],
                                            as Shipowner


                                   in favor of


              CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH,
                            as Trustee and Mortgagee




                                 [CLOSING DATE]




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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                         PAGE
<S>                                                                                      <C>
RECITALS. ................................................................................. 1

ARTICLE I  REPRESENTATIONS AND WARRANTIES OF THE SHIPOWNER..................................5

         SECTION 1.        EXISTENCE; AUTHORIZATION.........................................5
         SECTION 2.        TITLE TO VESSEL..................................................5

ARTICLE II  COVENANTS OF THE SHIPOWNER......................................................6

         SECTION 1.        PAYMENT OF INDEBTEDNESS..........................................6
         SECTION 2.        MORTGAGE RECORDING...............................................6
         SECTION 3.        LAWFUL OPERATION.................................................6
         SECTION 4.        PAYMENT OF TAXES.................................................6
         SECTION 5.        PROHIBITION OF LIENS.............................................7
         SECTION 6.        NOTICE OF MORTGAGE...............................................7
         SECTION 7.        REMOVAL OF LIENS.................................................7
         SECTION 8.        RELEASE FROM ARREST..............................................7
         SECTION 9.        MAINTENANCE......................................................8
         SECTION 10.       INSPECTION; REPORTS.............................................10
         SECTION 11.       FLAG; HOME PORT.................................................10
         SECTION 12.       NO SALES, TRANSFERS OR CHARTERS.................................10
         SECTION 13.       INSURANCE.......................................................11
         SECTION 14.       REIMBURSEMENT FOR EXPENSES......................................15
         SECTION 15.       PERFORMANCE OF CHARTERS.........................................15
         SECTION 16.       CHANGE IN OWNERSHIP.............................................15
         SECTION 17.        PREPAYMENT IF EVENT OF LOSS....................................16

ARTICLE III  EVENTS OF DEFAULT AND REMEDIES................................................16

         SECTION 1.        EVENTS OF DEFAULT; REMEDIES.....................................16
         SECTION 2.        POWER OF SALE...................................................19
         SECTION 3.        POWER OF ATTORNEY - SALE........................................19
         SECTION 4.        POWER OF ATTORNEY - COLLECTION..................................19
         SECTION 5.        DELIVERY OF VESSEL..............................................20
         SECTION 6.        MORTGAGEE TO DISCHARGE LIENS....................................20
         SECTION 7.        PAYMENT OF EXPENSES.............................................20
         SECTION 8.        REMEDIES CUMULATIVE.............................................21
         SECTION 9.        CURE OF DEFAULTS................................................21
         SECTION 10.       DISCONTINUANCE OF PROCEEDINGS...................................21
         SECTION 11.       APPLICATION OF PROCEEDS.........................................22
         SECTION 12.       POSSESSION UNTIL DEFAULT........................................22

                                      i


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         SECTION 13.       SEVERABILITY OF PROVISIONS, ETC.................................22

ARTICLE IV  SUNDRY PROVISIONS..............................................................23

         SECTION 1.        SUCCESSORS AND ASSIGNS..........................................23
         SECTION 2.        POWER OF SUBSTITUTION...........................................23
         SECTION 3.        COUNTERPARTS....................................................24
         SECTION 4.        NOTICES.........................................................24
         SECTION 5.        RECORDING CLAUSE................................................25
         SECTION 6.        FURTHER ASSURANCES..............................................25
         SECTION 7.        GOVERNING LAW...................................................25
         SECTION 8.        ADDITIONAL RIGHTS OF THE MORTGAGEE..............................25

SIGNATURE....................................................................................
</TABLE>

EXHIBIT A                  Form of Credit Agreement
                           with Schedules ______ and Exhibits _______

EXHIBIT B                  Form of Subsidiaries Guaranty

EXHIBIT C                  Form of Pledge and Security Agreement

                                     ii


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                            FIRST PREFERRED MORTGAGE

                                    [VESSEL]


                  This First Preferred Ship Mortgage made [CLOSING DATE]
(this "Mortgage"), by [SHIPOWNER], a [CITIZENSHIP] corporation duly qualified
in the Republic of Liberia as a foreign maritime entity (the "Shipowner"), in
favor of CHRISTIANIA BANK OG KREDITKASSE ASA, New York Branch ("CBK") not in
its individual capacity, but solely as Trustee (together with its successors
in trust and assigns, the "Mortgagee"), pursuant to that certain Master
Vessel and Collateral Trust Agreement dated as of [Closing Date] (as the same
may be amended, supplemented or otherwise modified from time to time, the
"Master Vessel Trust Agreement") between CBK, as Collateral Agent to the
Secured Creditors party to the Credit Agreement defined below, and CBK, as
Trustee.

                            W I T N E S S E T H That

                  WHEREAS:

                  A. The Shipowner is the sole owner of the whole of the
Liberian flag vessel [VESSEL], Official Number [OFFICIAL NUMBER] of
[GROSS TONS] gross tons and [NET TONS] net tons built in [YEAR BUILT] at
[YARD AND LOCATION BUILT], with her home port at Monrovia, Liberia.

                  B. GENERAL MARITIME CORPORATION, a Marshall Islands
corporation (the "Borrower"), the Lenders party thereto from time to time and
CBK, as Administrative Agent, Syndication Agent and Lead Arranger for the
Lenders, have entered into a Credit Agreement dated as of
[CREDIT AGREEMENT DATE] among the Borrower, the lenders party thereto from
time to time (the "Lenders") and CBK, as administrative agent, syndication
agent and lead arranger (as the same may be amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), providing for
loans to the Borrower in the aggregate principal amount of up to THREE
HUNDRED MILLION UNITED STATES DOLLARS (US$300,000,000) (as defined in the
Credit Agreement, the "Loan") a copy of the form of which (together with its
attachments, but excluding Exhibits [EXHIBITS]) is attached hereto as EXHIBIT
A and made a part hereof.

                  C. The Borrower may at any time and from time to time on
and after the date hereof enter into, or guaranty the obligations of the
Shipowner or one or more other Pledgors (as defined in the Pledge Agreement
defined below) or any of their respective subsidiaries under, one or more
Interest Rate Protection Agreements or Other Hedging Agreements with respect
to the Borrower's obligations under the Credit Agreement, with one or more
Lenders or any affiliate thereof (each such Lender or affiliate, even if the
respective Lender subsequently


<PAGE>


ceases to be a Lender under the Credit Agreement for any reason, together
with such Lender's or affiliate's successors and assigns, if any,
collectively, the "Other Creditors" and, together with the Lenders, herein
called the "Secured Creditors"; each such Interest Rate Protection Agreement,
as amended, modified, restated and/or supplemented from time to time, herein
called an "Interest Rate Protection Agreement," and each such Other Hedging
Agreement, as amended, modified, restated and/or supplemented from time to
time, herein called an "Other Hedging Agreement"). The estimated aggregate
notional amount of the liabilities of the Borrower, the Shipowner, the other
Pledgors and their respective subsidiaries under the Interest Rate Protection
Agreements or Other Hedging Agreements is TEN MILLION UNITED STATES DOLLARS
(US $10,000,000).

                  D. The Shipowner is a wholly owned subsidiary of the
Borrower.

                  E. The Shipowner and each other Subsidiary Guarantor (as
defined in the Credit Agreement) have duly executed and delivered the
Subsidiaries Guaranty (as defined in the Credit Agreement), a copy of the
form of which is attached hereto as Exhibit B and made a part hereof pursuant
to which the Shipowner and each other shipowning subsidiary of the Borrower
have guaranteed (i) all obligations of the Borrower under the Credit
Agreement and the other Credit Documents (as defined in the Credit Agreement)
to induce the Lenders to make the Loan, and (ii) all obligations of the
Borrower, the Shipowner, the other Pledgors and their respective subsidiaries
under each Interest Rate Protection Agreement and each Other Hedging
Agreement. The Lenders have advanced a portion of the Loan pursuant to the
Credit Agreement and have committed to make future advances subject to the
terms and on the conditions set forth in the Credit Agreement; the Shipowner
acknowledges that it is justly indebted to the Lenders and the other Secured
Creditors under the Subsidiaries Guaranty.

                  F. In order to secure its obligation under the Subsidiaries
Guaranty, the other Credit Documents to which it is a party (in each case,
according to the terms thereof) and the payment of all other such sums that
may hereinafter be secured by this Mortgage in accordance with the terms
hereof, and to secure the performance and observance of and compliance with
all the agreements, covenants and conditions contained herein, in the
Subsidiaries Guaranty, the Pledge and Security Agreement dated as of the date
hereof (as the same may be amended, supplemented, or otherwise modified from
time to time, the "Pledge Agreement"), a copy of the form of which is
attached hereto as EXHIBIT C and made a part hereof, made by the Shipowner,
each other Subsidiary Guarantor and the Borrower to the Collateral Agent, for
the benefit of the Secured Creditors, and the other Credit Documents, the
Shipowner has duly authorized the execution and delivery of this First
Preferred Mortgage under and pursuant to Title 22 of the Liberian Code of
Laws of 1956, as amended.

                                      2


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                  G. Pursuant to the Master Vessel Trust Agreement, the
Mortgagee has agreed to act as Trustee for the Secured Creditors and hold
such preferred mortgages as set forth in the Master Vessel Trust Agreement.

                  NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, and in order to secure the Shipowner's
obligations under the Subsidiaries Guaranty, the Pledge Agreement and the
other Credit Documents to which it is a party according to the terms thereof
and the payment of all other sums that may hereafter be secured by this
Mortgage in accordance with the terms hereof and with the provisions of the
Subsidiaries Guaranty, the Pledge Agreement and the other Credit Documents to
which it is a party, the Shipowner hereby covenants to pay each and every sum
of money that may be or become owing under the terms of the Subsidiaries
Guaranty, the Pledge Agreement, the Mortgage and the other Credit Documents
to which it is a party or any of them at the time and in the manner specified
therein, including without limitation:

                  (i) the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations,
         liabilities and indebtedness (including, without limitation, principal,
         premium, interest, fees and indemnities (including, without limitation,
         all interest that accrues after the commencement of any case,
         proceeding or other action relating to the bankruptcy, insolvency,
         reorganization or similar proceeding of the Shipowner at the rate
         provided for in the respective documentation, whether or not a claim
         for post-petition interest is allowed in any such proceeding)) of the
         Shipowner to the Lender Creditors (as defined in the Pledge Agreement),
         whether now existing or hereafter incurred under, arising out of, or in
         connection with, the Credit Agreement and the other Credit Documents to
         which the Shipowner is a party and the due performance and compliance
         by the Shipowner with all of the terms, conditions and agreements
         contained in the Credit Agreement and in such other Credit Documents
         (all such obligations, liabilities and indebtedness under this clause
         (i), except to the extent consisting of obligations, liabilities or
         indebtedness with respect to Interest Rate Protection Agreements or
         Other Hedging Agreements being herein collectively called the "Credit
         Document Obligations");

                  (ii) the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations,
         liabilities and indebtedness (including, without limitation, all
         interest that accrues after the commencement of any case, proceeding or
         other action relating to the bankruptcy, insolvency, reorganization or
         similar proceeding of the Shipowner at the rate provided for in the
         respective documentation, whether or not a claim for post-petition
         interest is allowed in any such proceeding) owing by the Shipowner to
         the Other Creditors (as defined in the Pledge Agreement) under, or with
         respect to any Interest Rate Protection Agreement or Other Hedging
         Agreement, whether such Interest Rate Protection

                                      3


<PAGE>


         Agreement or Other Hedging Agreement is now in existence or hereafter
         arising, and the due performance and compliance by the Shipowner with
         all of the terms, conditions and agreements contained therein (all such
         obligations, liabilities and indebtedness described in this clause
         (ii) being herein collectively called the "Other Obligations");

                  (iii) any and all sums advanced by the Mortgagee in order to
         preserve the Vessel (as defined below) or preserve its security
         interest in the Vessel;

                  (iv) in the event of any proceeding for the collection or
         enforcement of any indebtedness, obligations or liabilities of the
         Shipowner referred to in clauses (i) and (ii) above, after an Event of
         Default (as defined in the Credit Agreement) shall have occurred and be
         continuing, the reasonable expenses of retaking, holding, preparing for
         sale or lease, selling or otherwise disposing of or realizing on the
         Vessel, or of any exercise by the Mortgagee of its rights hereunder,
         together with reasonable attorneys' fees and court costs; and

                  (v) all amounts paid by the Mortgagee as to which the
         Mortgagee has the right to reimbursement under Section 14 of Article II
         and Section 7 of Article III;

all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) hereof being herein collectively called the "Obligations," it
being acknowledged and agreed that the "Obligations" shall include extensions
of credit of the types described above, whether outstanding on the date
hereof or extended from time to time after the date hereof,

(all such Obligations, principal, interest, and all other sums hereinafter
called the "Indebtedness hereby secured") and to secure the performance and
observance of and compliance with all of the agreements, covenants and
conditions contained in this Mortgage, the Subsidiaries Guaranty, the Pledge
Agreement, the Interest Rate Protection Agreements, the Other Hedging
Agreements and the other Credit Documents to which the Shipowner is a party,
the Shipowner has granted, conveyed, mortgaged, pledged, confirmed, assigned,
transferred and set over and by these presents does grant, convey, mortgage,
pledge, confirm, assign, transfer and set over, unto the Mortgagee, and its
successors and assigns, the whole of the said vessel [VESSEL NAME],
including, without being limited to, all of the boilers, engines, machinery,
masts, spars, boats, anchors, cables, chains, rigging, tackle, capstans,
outfit, tools, pumps and pumping equipment, apparel, furniture, drilling
equipment, fittings, equipment, spare parts, and all other appurtenances
thereunto appertaining or belonging, whether now owned or hereafter acquired,
and also any and all additions, improvements, renewals and replacements
hereafter made in or to such vessel or any part thereof, including all items
and appurtenances aforesaid (such vessel, together with all of the foregoing,
being herein called the "Vessel").

                                       4


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                  TO HAVE AND TO HOLD all and singular the above mortgaged
and described property unto the Mortgagee and its successors and assigns, to
its and to its successors' and assigns' own use, benefit and behoof forever.

                  PROVIDED, and these presents are upon the condition, that,
if the Shipowner or its successors or assigns shall pay or cause to be paid
the Indebtedness hereby secured as and when the same shall become due and
payable in accordance with the terms of the Subsidiaries Guaranty, this
Mortgage, the Pledge Agreement and the other Credit Documents to which it is
a party, and all other such sums as may hereafter become secured by this
Mortgage in accordance with the terms hereof, and the Shipowner shall duly
perform, observe and comply with or cause to be performed, observed, or
complied with all the covenants, terms and conditions of this Mortgage, the
Subsidiaries Guaranty, the Pledge Agreement and the other Credit Documents to
which it is a party expressed or implied, to be performed, then this Mortgage
and the estate and rights hereunder shall cease, determine and be void,
otherwise to remain in full force and effect.

                  The Shipowner, for itself, its successors and assigns,
hereby covenants, declares and agrees with the Mortgagee and its successors
and assigns that the Vessel is to be held subject to the further covenants,
conditions, terms and uses hereinafter set forth.

                  The Shipowner covenants and agrees with the Mortgagee as
follows:

                                    ARTICLE I

                 REPRESENTATIONS AND WARRANTIES OF THE SHIPOWNER

                  Section 1. EXISTENCE; AUTHORIZATION. The Shipowner is a
corporation duly organized and validly existing under the laws of
[PLACE OF SHIPOWNER INCORPORATION] is registered in the Republic of Liberia
as a Foreign Maritime Entity and shall so remain during the life of this
Mortgage. The Shipowner has full power and authority to own and mortgage the
Vessel; has full right and entitlement to register the Vessel in its name
under the flag of the Republic of Liberia and all action necessary and
required by law for the execution and delivery of this Mortgage has been duly
and effectively taken; and each of the Indebtedness hereby secured and the
Mortgage is and will be the legal, valid and binding obligation of the
Shipowner enforceable in accordance with its terms.

                  Section 2. TITLE TO VESSEL. The Shipowner lawfully owns and
is lawfully possessed of the Vessel free from any lien or encumbrance
whatsoever other than this Mortgage, liens for current crew's wages and liens
not yet required to be removed under Section 7 of Article II hereof and will
warrant and defend the title and possession thereto and to every part thereof
for the benefit of the Mortgagee against the claims and demands of all
persons whomsoever.

                                      5


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                                   ARTICLE II

                           COVENANTS OF THE SHIPOWNER

                  Section 1. PAYMENT OF INDEBTEDNESS. The Shipowner will pay
or cause to be paid the Indebtedness hereby secured and will observe, perform
and comply with the covenants, terms and conditions herein and in the
Subsidiaries Guaranty, the Pledge Agreement and the other Credit Documents to
which it is a party, express or implied, on its part to be observed,
performed or complied with. In the event of inconsistency between any of this
Mortgage, the Subsidiaries Guaranty, the Pledge Agreement and the other
Credit Documents, the provisions of this Mortgage shall prevail but only to
the extent required by Liberian law.

                  The obligation of the Indebtedness hereby secured is an
obligation in United States Dollars and the term "$" when used herein shall
mean such United States Dollars. Notwithstanding fluctuations in the value or
rate of United States Dollars in terms of gold or any other currency, all
payments hereunder or otherwise in respect of the Indebtedness hereby secured
shall be payable in terms of United States Dollars when due, in United States
Dollars when paid, whether such payment is made before or after the due date.

                  Section 2. MORTGAGE RECORDING. The Shipowner will cause
this Mortgage to be duly recorded or filed in the Office of the Deputy
Commissioner of Maritime Affairs of the Republic of Liberia, in accordance
with the provisions of Chapter 3 of Title 22 of the Liberian Code of Laws of
1956, as amended (hereinafter called the "Liberian Maritime Law") and will
otherwise comply with and satisfy all of the provisions of the Liberian
Maritime Law in order to establish and maintain this Mortgage as a first
preferred mortgage thereunder upon the Vessel and upon all renewals,
replacements and improvements made in or to the same for the amount of the
Indebtedness hereby secured.

                  Section 3. LAWFUL OPERATION. The Shipowner will not cause
or permit the Vessel to be operated in any manner contrary to law, and the
Shipowner will not engage in any unlawful trade or violate any law or carry
any cargo that will expose the Vessel to penalty, forfeiture or capture, and
will not do, or suffer or permit to be done, anything which can or may
injuriously affect the registration of the Vessel under the laws and
regulations of the Republic of Liberia and will at all times keep the Vessel
duly documented thereunder.

                  Section 4. PAYMENT OF TAXES. The Shipowner will pay and
discharge when due and payable, from time to time, all taxes, assessments,
governmental charges, fines and penalties lawfully imposed on the Vessel or
any income therefrom.

                                      6


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                  Section 5. PROHIBITION OF LIENS. Neither the Shipowner, any
charterer, the Master of the Vessel nor any other person has or shall have
any right, power or authority to create, incur or permit to be placed or
imposed or continued upon the Vessel, its freights, profits or hire any lien
whatsoever other than this Mortgage, other liens in favor of the Mortgagee
and for crew's wages and salvage.

                  Section 6. NOTICE OF MORTGAGE. The Shipowner will place,
and at all times and places will retain a properly certified copy of this
Mortgage on board the Vessel with her papers and will cause such certified
copy and the Vessel's marine document to be exhibited to any and all persons
having business therewith which might give rise to any lien thereon other
than liens for crew's wages and salvage, and to any representative of the
Mortgagee.

                  The Shipowner will place and keep prominently displayed in
the chart room and in the Master's cabin on the Vessel a framed printed
notice in plain type reading as follows:

                               NOTICE OF MORTGAGE

         THIS VESSEL IS OWNED BY [SHIPOWNER], AND IS SUBJECT TO A FIRST
         PREFERRED MORTGAGE IN FAVOR OF CHRISTIANIA BANK OG KREDITKASSE ASA, NEW
         YORK BRANCH, AS TRUSTEE/MORTGAGEE UNDER AUTHORITY OF TITLE 22 OF THE
         LIBERIAN CODE OF LAWS OF 1956, AS AMENDED. UNDER THE TERMS OF SAID
         MORTGAGE, NEITHER THE SHIPOWNER, ANY CHARTERER, THE MASTER OF THE
         VESSEL, NOR ANY OTHER PERSON HAS ANY RIGHT, POWER OR AUTHORITY TO
         CREATE, INCUR OR PERMIT TO BE PLACED OR IMPOSED UPON THE VESSEL, ANY
         ENCUMBRANCES WHATSOEVER OR ANY OTHER LIEN WHATSOEVER OTHER THAN FOR
         CREW'S WAGES AND SALVAGE.

                  Section 7. REMOVAL OF LIENS. Except for the lien of this
Mortgage, the Shipowner will not suffer to be continued any lien, encumbrance
or charge on the Vessel, and in due course and in any event within thirty
(30) days after the same becomes due and payable or within fourteen (14) days
after being requested to do so by the Mortgagee, the Shipowner will pay or
cause to be discharged or make adequate provision for the satisfaction or
discharge of all claims or demands, and will cause the Vessel to be released
or discharged from any lien, encumbrance or charge therefor.

                  Section 8. RELEASE FROM ARREST. If a libel, complaint or
similar process be filed against the Vessel or the Vessel be otherwise
attached, levied upon or taken into custody by virtue of any legal proceeding
in any court, the Shipowner will promptly notify the Mortgagee thereof by
telex, or telefax confirmed by letter,

                                      7


<PAGE>

at the address, as specified in this Mortgage, and within fourteen (14) days
will cause the Vessel to be released and all liens thereon other than this
Mortgage to be discharged, will cause a certificate of discharge to be
recorded in the case of any recording of a notice of claim of lien, and will
promptly notify the Mortgagee thereof in the manner aforesaid. The Shipowner
will notify the Mortgagee within forty-eight (48) hours of any average or
salvage incurred by the Vessel.

                  Section 9. MAINTENANCE. (a) The Shipowner will at all times
and without cost or expense to the Mortgagee maintain and preserve, or cause
to be maintained and preserved, the Vessel and all its equipment, outfit and
appurtenances, tight, staunch, strong, in good condition, working order and
repair and in all respects seaworthy and fit for its intended service, and
will keep the Vessel, or cause her to be kept, in such condition as will
entitle her to the highest classification and rating for vessels of the same
age and type in the American Bureau of Shipping or other classification
society of like standing approved by the Mortgagee. The Shipowner covenants
to deliver annually to the Mortgagee a certificate from such class society
showing such classification to be maintained. The Shipowner will without cost
or expense to the Mortgagee promptly, irrevocably and unconditionally
instruct and authorize the classification society of the Vessel, and shall
request the classification society to give an undertaking to the Mortgagee as
follows:

         1.       to send to the Mortgagee, following receipt of a written
                  request from the Mortgagee, certified true copies of all
                  original class records held by the classification society
                  relating to the Vessel;

         2.       to allow the Mortgagee (or its agents), at any time and from
                  time to time, to inspect the original class and related
                  records of the Shipowner and the Vessel at the offices of the
                  classification society and to take copies of them;

         3.       following receipt of a written request from the Mortgagee:

                  (a)      to advise of any facts or matters which may result in
                           or have resulted in a change, suspension,
                           discontinuance, withdrawal or expiry of the Vessel's
                           class under the rules or terms and conditions of the
                           Shipowner's or the Vessel's membership of the
                           classification society; and

                  (b)      to confirm that the Shipowner is not in default of
                           any of its contractual obligations or liabilities to
                           the classification society and, without limiting the
                           foregoing, that it has paid in full all fees or other
                           charges due and payable to the classification
                           society; and

                                      8


<PAGE>


                  (c)      if the Shipowner is in default of any of its
                           contractual obligations or liabilities to the
                           classification society, to specify to the Mortgagee
                           in reasonable detail the facts and circumstances of
                           such default, the consequences thereof, and any
                           remedy period agreed or allowed by the classification
                           society; and

                  (d)      to notify the Mortgagee immediately in writing if the
                           classification society receives notification from the
                           Shipowner or any other person that the Vessel's
                           classification society is to be changed.

Notwithstanding the above instructions and undertaking given for the benefit
of the Mortgagee, the Shipowner shall continue to be responsible to the
classification society for the performance and discharge of all its
obligations and liabilities relating to or arising out of or in connection
with the contract it has with the classification society, and nothing herein
or therein shall be construed as imposing any obligation or liability of the
Mortgagee to the classification society in respect thereof.

                  The Shipowner shall further notify the classification
society that all the foregoing instructions and authorizations shall remain
in full force and effect until revoked or modified by written notice to the
classification society received from the Mortgagee, and that the Shipowner
shall reimburse the classification society for all its costs and expenses
incurred in complying with the foregoing instructions.

                  (b) The Vessel shall, and the Shipowner covenants that she
will, at all times comply with all applicable laws, treaties and conventions
to which the Republic of Liberia is a party, and rules and regulations issued
thereunder, and shall have on board as and when required thereby valid
certificates showing compliance therewith. The Shipowner will not make, or
permit to be made, any substantial change in the structure, type or speed of
the Vessel or change in her rig, without first receiving the written approval
thereof by the Mortgagee.

                  (c) The Shipowner agrees to give the Mortgagee at least ten
(10) days notice of the actual date and place of any survey or drydocking, in
order that the Mortgagee may have representatives present if desired. The
Shipowner agrees that at the Mortgagee's request it will satisfy the
Mortgagee that the expense of such survey or drydocking or work to be done
thereat is within Shipowner's financial capability and will not result in a
claim or lien against the Vessel in violation of the provisions of this
Mortgage, the Credit Agreement, the Subsidiaries Guaranty, the Pledge
Agreement or any other Credit Document.

                  (d) The Shipowner shall promptly notify the Mortgagee of
and furnish the Mortgagee with full information, including copies of reports
and surveys, regarding any material accident or accident involving repairs
where the

                                      9


<PAGE>


aggregate cost is likely to exceed Five Hundred Thousand Dollars (U.S.
$500,000) (or its equivalent in another currency), any major damage to the
Vessel, any event affecting the Vessel's class, any occurrence in consequence
whereof the Vessel has become or is likely to suffer an Event of Loss (as
defined in the Credit Agreement).

                  (e) The Mortgagee shall have the right at any time, on
reasonable notice, to have its surveyor conduct inspections and surveys of
the Vessel to ascertain the condition of the Vessel and to satisfy itself
that the Vessel is being properly repaired and maintained. Such inspections
and surveys shall be conducted at such times and in such manner as will not
interfere with the Shipowner's normal business operations and schedule.

                  Section 10. INSPECTION; REPORTS. (a) The Shipowner will at
all reasonable times afford the Mortgagee or its authorized representatives
full and complete access to the Vessel for the purpose of inspecting the
Vessel and her cargo and papers, including without limitation all records
pertaining to the Vessel's maintenance and repair, and, at the request of the
Mortgagee, the Shipowner will deliver for inspection copies of any and all
contracts and documents relating to the Vessel, whether on board or not.

                  (b) The Shipowner hereby agrees to furnish promptly to the
Mortgagee, on demand, any reports or information which the Shipowner may
submit to shareholders or regulatory agencies and any additional information
which the Mortgagee may request in respect of the financial condition of the
Shipowner.

                  Section 11. FLAG; HOME PORT. (a) The Shipowner will not
change the flag or home port of the Vessel without the written consent of the
Mortgagee and any such written consent to any one change of flag or home port
shall not be construed to be a waiver of this provision with respect to any
subsequent proposed change of flag or home port.

                  (b) Notwithstanding the foregoing provisions of this
Section 11, upon not less than 30 days prior written notice to the Mortgagee,
provided no Default or Event of Default under the Credit Agreement shall have
occurred and be continuing, the Shipowner may change the flag or home port of
the Vessel to another flag or home port reasonably satisfactory to the
Mortgagee, PROVIDED that the Shipowner shall promptly take all actions
necessary or desirable to establish, preserve, protect and maintain the
security interest of the Mortgagee in the Vessel to the satisfaction of the
Mortgagee, and the Shipowner shall have provided to the Mortgagee and the
Lenders such opinions of counsel as may be reasonably requested by the
Mortgagee to assure itself that the conditions of this proviso have been
satisfied.

                  Section 12. NO SALES, TRANSFERS OR CHARTERS. The Shipowner
will not sell, mortgage, transfer, or change the management of, or demise
charter the Vessel

                                      10


<PAGE>


for any period longer than twelve (12) months (including any permitted
extensions or renewals) in each case, without the written consent of the
Mortgagee first had and obtained, and any such written consent to any one
sale, mortgage, demise charter, transfer, or change of management shall not
be construed to be a waiver of this provision with respect to any subsequent
proposed sale, mortgage, demise charter, transfer, or change of management.
Any such sale, mortgage, demise charter, transfer, or change of management of
the Vessel shall be subject to the provisions of this Mortgage and the lien
hereof.

                  Section 13. INSURANCE. (a) The Shipowner, at its own
expense, will keep the Vessel insured with insurers and protection and
indemnity clubs or associations of internationally recognized responsibility,
and placed through brokers, in each case reasonably satisfactory to the
Mortgagee and under forms of policies approved by the Mortgagee against the
risks indicated below and such other risks as the Mortgagee may specify from
time to time:

                  (i) Marine and war risk hull and machinery insurance in an
         amount in U.S. dollars equal to, except as otherwise approved or
         required in writing by the Mortgagee, the greater of (x) the then full
         commercial value of the Vessel or (y) an amount which, when aggregated
         with such insured value of the other Vessels referred to in the Credit
         Agreement (if the other Vessels are then subject to a mortgage in favor
         of the Mortgagee under the Credit Agreement, and have not suffered an
         Event of Loss as defined in the Credit Agreement), is equal to 120% of
         the then outstanding aggregate principal amount of the outstanding Term
         Loans (as defined in the Credit Agreement) plus the Total Revolving
         Loan Commitment (as defined in the Credit Agreement) whether used or
         unused.

                  (ii) Marine and war risk protection and indemnity insurance or
         equivalent insurance (including coverage against liability for
         passengers, fines and penalties arising out of the operation of the
         Vessel, insurance against liability arising out of pollution, spillage
         or leakage, and workmen's compensation or longshoremen's and harbor
         workers' insurance as shall be required by applicable law) in such
         amounts approved by the Mortgagee; provided, however that insurance
         against liability under law or international convention arising out of
         pollution, spillage or leakage shall be in an amount not less than the
         greater of:

                  (y)      the maximum amount available, as that amount may from
                           time to time change, from the International Group of
                           Protection and Indemnity Associations or
                           alternatively such sources of pollution, spillage or
                           leakage coverage as are commercially available in any
                           absence of such coverage by the International Group
                           as shall be carried by prudent shipowners for similar
                           vessels engaged in similar trades plus amounts
                           available from

                                      11


<PAGE>


                           customary excess insurers of such risks as excess
                           amounts shall be carried by prudent shipowners for
                           similar vessels engaged in similar trades; and

                  (z)      the amounts required by the laws or regulations of
                           the United States of America or any applicable
                           jurisdiction in which the Vessel may be trading from
                           time to time.

                  (iii) Mortgagee's interest insurance (including extended
         mortgagee interest-additional perils-pollution) coverage satisfactory
         to the Mortgagee in an amount equal to 120% of the then outstanding
         aggregate principal amounts of the outstanding Term Loans plus the
         Total Revolving Loan Commitment (as defined in the Credit Agreement)
         whether used or unused; all such mortgagee's interest insurance cover
         may in the Mortgagee's discretion be obtained directly by the Mortgagee
         and the Shipowner shall on demand pay all costs of such cover.

                  (iv) While the Vessel is idle or laid up, at the option of the
         Shipowner and in lieu of the above-mentioned marine and war risk hull
         insurance, port risk insurance insuring the Vessel against the usual
         risks encountered by like vessels under similar circumstances.

                  (b) The marine and commercial war-risk insurance required
by this Section 13 shall have deductibles and franchises no higher than the
following: (i) Hull and Machinery - US$115,000 for all hull claims and
US$150,000 for all machinery claims each accident or occurrence and (ii)
Protection and Indemnity - US$50,000 for cargo claims, US$35,000 for crew
claims, US$10,000 passenger claims and US$15,000 all other claims, in each
case each accident or occurrence.

                  All insurance maintained hereunder shall be primary
insurance without right of contribution against any other insurance
maintained by the Mortgagee. Each policy of marine and war risk hull and
machinery insurance with respect to the Vessel shall provide that the
Mortgagee shall be a named insured and a loss payee. Each entry in a marine
and war risk protection indemnity club with respect to the Vessel shall note
the interest of the Mortgagee. The Mortgagee and its successors and assigns
shall not be responsible for any premiums, club calls, assessments or any
other obligations or for the representations and warranties made therein by
the Shipowner or any other person.

                  (c) The Shipowner will furnish the Mortgagee from time to
time on request, and in any event at least annually, a detailed report signed
by a firm of marine insurance brokers acceptable to the Mortgagee with
respect to the hull and machinery and war risk insurance and Mortgagee's
interest insurance carried and maintained on the Vessel, together with their
opinion as to the adequacy thereof and its compliance with the provisions of
this Mortgage. At the Shipowner's

                                      12


<PAGE>


expense the Shipowner will cause such insurance broker and the P & I club or
association providing P & I insurance referred to in part (a)(ii) of this
Section 13, to agree to advise the Mortgagee by telex or telecopier confirmed
by letter of any expiration, termination, alteration or cancellation of any
policy, any default in the payment of any premium and of any other act or
omission on the part of the Shipowner of which it has knowledge and which
might invalidate or render unenforceable, in whole or in part, any insurance
on the Vessel. To the extent obtainable from underwriters or brokers, all
policies required hereby shall provide for not less than 14 days prior
written notice to be received by the Mortgagee of the termination or
cancellation of the insurance evidenced thereby. All policies of insurance
maintained pursuant to this Section 13 for risks covered by insurance other
than that provided by a P & I Club shall contain provisions waiving
underwriters' rights of subrogation thereunder against any assured named in
such policy and any assignee of said assured. The Shipowner has assigned to
the Mortgagee its rights under any policies of insurance in respect of the
Vessel. The Shipowner agrees that, unless the insurances by their terms
provide that they cannot cease (by reason of nonrenewal or otherwise) without
the Mortgagee being informed and having the right to continue the insurance
by paying any premiums not paid by the Shipowner, receipts showing payment of
premiums for required insurance and also of demands from the Vessel's P & I
underwriters shall be in the hands of the Mortgagee at least two (2) days
before the risk in question commences.

                  (d) Unless the Mortgagee shall otherwise agree, all amounts
of whatsoever nature payable under any insurance must be payable to the
Mortgagee for distribution first to itself and thereafter to the Shipowner or
others as their interests may appear. Nevertheless, until otherwise required
by the Mortgagee by notice to the underwriters upon the occurrence and
continuance of a Default (as defined in the Credit Agreement) or an event of
default hereunder, (i) amounts payable under any insurance on the Vessel with
respect to protection and indemnity risks may be paid directly to the
Shipowner to reimburse it for any loss, damage or expense incurred by it and
covered by such insurance or to the person to whom any liability covered by
such insurance has been incurred provided that the underwriter shall have
first received evidence that the liability insured against has been
discharged, and (ii) amounts payable under any insurance with respect to the
Vessel involving any damage to the Vessel not constituting an Event of Loss
(as defined in the Credit Agreement), may be paid by underwriters directly
for the repair, salvage or other charges involved or, if the Shipowner shall
have first fully repaired the damage or paid all of the salvage or other
charges, may be paid to the Shipowner as reimbursement therefor; PROVIDED,
HOWEVER, that if such amounts (including any franchise or deductible) are in
excess of U.S.$250,000, the underwriters shall not make such payment without
first obtaining the written consent thereto of the Mortgagee.

                                      13


<PAGE>


                  (e) All amounts paid to the Mortgagee in respect of any
insurance on the Vessel shall be disposed of as follows (after deduction of
the expenses of the Mortgagee in collecting such amounts):

                  (i) any amount which might have been paid at the time, in
         accordance with the provisions of paragraph (d) above, directly to the
         Shipowner or others shall be paid by the Mortgagee to, or as directed
         by, the Shipowner;

                  (ii) all amounts paid to the Mortgagee in respect of an Event
         of Loss (as defined in the Credit Agreement) of the Vessel shall be
         applied by the Mortgagee to the payment of the Indebtedness hereby
         secured pursuant to Section 4.02(c) of the Credit Agreement;

                  (iii) all other amounts paid to the Mortgagee in respect of
         any insurance on the Vessel may, in the Mortgagee's sole discretion, be
         held and applied to the prepayment of the Indebtedness hereby secured
         or to making of needed repairs or other work on the Vessel, or to the
         payment of other claims incurred by the Shipowner relating to the
         Vessel, or may be paid to the Shipowner or whosoever may be entitled
         thereto.

                  (f) In the event that any claim or lien is asserted against
the Vessel for loss, damage or expense which is covered by insurance required
hereunder and it is necessary for the Shipowner to obtain a bond or supply
other security to prevent arrest of the Vessel or to release the Vessel from
arrest on account of such claim or lien, the Mortgagee, on request of the
Shipowner, may, in the sole discretion of the Mortgagee, assign to any
person, firm or corporation executing a surety or guarantee bond or other
agreement to save or release the Vessel from such arrest, all right, title
and interest of the Mortgagee in and to said insurance covering said loss,
damage or expense, as collateral security to indemnify against liability
under said bond or other agreement.

                  (g) The Shipowner shall deliver to the Mortgagee certified
copies and, whenever so requested by the Mortgagee, the originals of all
certificates of entry, cover notes, binders, evidences of insurance and
policies and all endorsements and riders amendatory thereof in respect of
insurance maintained under this Mortgage for the purpose of inspection or
safekeeping, or, alternatively, satisfactory letters of undertaking from the
broker holding the same. The Mortgagee shall be under no duty or obligation
to verify the adequacy or existence of any such insurance or any such
policies, endorsement or riders.

                  (h) The Shipowner agrees that it will not execute or permit
or willingly allow to be done any act by which any insurance may be
suspended, impaired or cancelled, and that it will not permit or allow the
Vessel to undertake any voyage or run any risk or transport any cargo which
may not be permitted by

                                      14


<PAGE>


the policies in force, without having previously notified the Mortgagee in
writing and insured the Vessel by additional coverage to extend to such
voyages, risks, passengers or cargoes.

                  (i) In case any underwriter proposes to pay less on any
claim than the amount thereof, the Shipowner shall forthwith inform the
Mortgagee, and if a Default, an Event of Default or an Event of Loss (as such
terms are defined in the Credit Agreement) has occurred and is continuing the
Mortgagee shall have the exclusive right to negotiate and agree to any
compromise.

                  (j) The Shipowner will comply with and satisfy all of the
provisions of any applicable law, convention, regulation, proclamation or
order concerning financial responsibility for liabilities imposed on the
Shipowner or the Vessel with respect to pollution by any state or nation or
political subdivision thereof and will maintain all certificates or other
evidence of financial responsibility as may be required by any such law,
convention, regulation, proclamation or order with respect to the trade in
which the Vessel is from time to time engaged and the cargo carried by it.

                  Section 14. REIMBURSEMENT FOR EXPENSES. The Shipowner will
reimburse the Mortgagee promptly for any and all expenditures which the
Mortgagee may from time to time make, lay out or expend in providing such
protection in respect of insurance, discharge or purchase of liens, taxes,
dues, tolls, assessments, governmental charges, fines and penalties lawfully
imposed, repairs, attorney's fees, and other matters as the Shipowner is
obligated herein to provide, but fails to provide or which, in the sole
judgment of the Mortgagee are necessary or appropriate for the protection of
the Vessel or the security granted by this Mortgage. Such obligation of the
Shipowner to reimburse the Mortgagee shall be an additional indebtedness due
from the Shipowner, shall bear interest at the interest rate as set forth in
Section 1.07(b) of the Credit Agreement from the date of payment by the
Mortgagee to and including the date of reimbursement by the Shipowner, shall
be secured by this Mortgage, and shall be payable by the Shipowner on demand.
The Mortgagee, though privileged to do so, shall be under no obligation to
the Shipowner to make any such expenditure, nor shall the making thereof
relieve the Shipowner of any default in that respect.

                  Section 15. PERFORMANCE OF CHARTERS. The Shipowner will
fully perform any and all charter parties which may be entered into with
respect to the Vessel and will promptly notify the Mortgagee of any material
claim by any charterer of non-performance thereunder by the Shipowner.

                  Section 16. CHANGE IN OWNERSHIP. The Shipowner further
covenants and agrees with the Mortgagee that, so long as any part of the
Indebtedness hereby secured remains unpaid, there shall be no change in the
ownership of the Vessel or

                                      15


<PAGE>


any of the shares of the Shipowner without the prior written consent of the
Mortgagee.

                  Section 17. PREPAYMENT IF EVENT OF LOSS. In the event that
the Vessel suffers an Event of Loss, as such term is defined in the Credit
Agreement, then and in each such case the Shipowner shall forthwith repay the
Indebtedness hereby secured at the time and in the amount set forth in
Section 4.02(c) of the Credit Agreement except to the extent such amounts
have otherwise been paid as therein provided.

                                   ARTICLE III

                         EVENTS OF DEFAULT AND REMEDIES

                  Section 1. EVENTS OF DEFAULT; REMEDIES. In case any one
or more of the following events, herein termed "events of default", shall
happen:

                  (a) the Shipowner fails to pay within three (3) Business Days
         of the date due any payment in respect of the Indebtedness hereby
         secured as provided herein; or

                  (b) the statements in Article I shall prove to have been
         untrue when made in a material way; or

                  (c) a default in the due and punctual observance and
         performance of any of the provisions of Sections 2, 3, 7, 8, 9(b), 11,
         12, 13(a), (b), (d), (h) and (j), 16 or 17 of Article II hereof shall
         have occurred and be continuing; or

                  (d) a breach or omission in the due and punctual observance of
         any of the other covenants and conditions herein required to be kept
         and performed by the Shipowner and such breach or omission shall
         continue for 30 days after the day the Shipowner first knew or should
         have known of such breach or omission; or

                  (e) an Event of Default shall have occurred and be continuing
         under the Credit Agreement; or

                  (f) a payment default by the Borrower or any of its
         subsidiaries under any Interest Rate Protection Agreement or Other
         Hedging Agreement shall have occurred and be continuing; or

                  (g) any notice shall have been issued by the government or any
         bureau, department, officer, board or agency thereof of the country of
         registry of the Vessel to the effect that the Vessel is subject to
         cancellation from such registry or the certificate of registry of the
         Vessel is subject to revocation or cancellation for any reason
         whatsoever, and such notice shall not have been

                                      16


<PAGE>


         cancelled or annulled on or before seven (7) Business Days (as defined
         in the Credit Agreement) prior to the date set forth in such notice for
         such cancellation or revocation; or

                  (h) the Vessel shall be cancelled from the country of registry
         of the Vessel or the certificate of registry of the Vessel is revoked
         or cancelled for any reason whatsoever;

then:

                  the security constituted by this Mortgage shall become
immediately enforceable and that without limitation, the enforcement remedies
specified can be exercised irrespective of whether or not the Mortgagee has
exercised the right of acceleration under the Credit Agreement or any of the
other Credit Documents and the Mortgagee shall have the right to:

                  (i) Declare all the then unpaid Indebtedness hereby secured to
         be due and payable immediately, and upon such declaration, the same
         shall become and be immediately due and payable provided, however, that
         no declaration shall be required if an event of default shall have
         occurred by reason of a default under Section 10.05 of the Credit
         Agreement, then and in such case, the Indebtedness hereby secured shall
         become immediately due and payable on the occurrence of such event of
         default without any notice or demand;

                  (ii) Exercise all of the rights and remedies in foreclosure
         and otherwise given to a mortgagee by the provisions of the laws of the
         country of registry of the Vessel or of any other jurisdiction where
         the Vessel may be found;

                  (iii) Bring suit at law, in equity or in admiralty, as it may
         be advised, to recover judgment for the Indebtedness hereby secured,
         and collect the same out of any and all property of the Shipowner
         whether covered by this Mortgage or otherwise;

                  (iv) Take and enter into possession of the Vessel, at any
         time, wherever the same may be, without legal process and without being
         responsible for loss or damage and the Shipowner or other person in
         possession forthwith upon demand of the Mortgagee shall surrender to
         the Mortgagee possession of the Vessel;

                  (v) Without being responsible for loss or damage, the
         Mortgagee may hold, lay up, lease, charter, operate or otherwise use
         such Vessel for such time and upon such terms as it may deem to be for
         its best advantage, and demand, collect and retain all hire, freights,
         earnings, issues, revenues, income, profits, return premiums, salvage
         awards or recoveries, recoveries in

                                      17


<PAGE>


         general average, and all other sums due or to become due in respect of
         such Vessel or in respect of any insurance thereon from any person
         whomsoever, accounting only for the net profits, if any, arising from
         such use of the Vessel and charging upon all receipts from the use of
         the Vessel or from the sale thereof by court proceedings or pursuant to
         subsection (vi) next following, all costs, expenses, charges, damages
         or losses by reason of such use; and if at any time the Mortgagee shall
         avail itself of the right herein given them to take the Vessel, the
         Mortgagee shall have the right to dock the Vessel, for a reasonable
         time at any dock, pier or other premises of the Shipowner without
         charge, or to dock her at any other place at the cost and expense of
         the Shipowner;

                  (vi) Without being responsible for loss or damage, the
         Mortgagee may sell the Vessel upon such terms and conditions as to the
         Mortgagee shall seem best, free from any claim of or by the Shipowner,
         at public or private sale, by sealed bids or otherwise, by mailing, by
         air or otherwise, notice of such sale, whether public or private,
         addressed to the Shipowner at its last known address and to any other
         registered mortgagee, twenty (20) calendar days prior to the date fixed
         for entering into the contract of sale and by first publishing notice
         of any such public sale for ten (10) consecutive days, in daily
         newspapers of general circulation published in the City of New York,
         State of New York; in the event that the Vessel shall be offered for
         sale by private sale, no newspaper publication of notice shall be
         required, nor notice of adjournment of sale; sale may be held at such
         place and at such time as the Mortgagee by notice may have specified,
         or may be adjourned by the Mortgagee from time to time by announcement
         at the time and place appointed for such sale or for such adjourned
         sale, and without further notice or publication the Mortgagee may make
         any such sale at the time and place to which the same shall be so
         adjourned; and any sale may be conducted without bringing the Vessel to
         the place designated for such sale and in such manner as the Mortgagee
         may deem to be for its best advantage, and the Mortgagee may become the
         purchaser at any sale. The Shipowner agrees that any sale made in
         accordance with the terms of this paragraph shall be deemed made in a
         commercially reasonable manner insofar as it is concerned;

                  (vii) Require that all policies, contracts, certificates of
         entry and other records relating to the insurance with respect to the
         Vessel, including, but not limited to, those described in Article II,
         Section 13 hereof (the "Insurances") (including details of and
         correspondence concerning outstanding claims) be forthwith delivered to
         or to the order of the Mortgagee;

                  (viii) Collect, recover, compromise and give a good discharge
         for any and all monies and claims for monies then outstanding or
         thereafter arising under the Insurances or in respect of the earnings
         or any requisition

                                      18


<PAGE>


         compensation and to permit any brokers through whom collection or
         recovery is effected to charge the usual brokerage therefore.

                  Section 2. POWER OF SALE. Any sale of the Vessel made in
pursuance of this Mortgage, whether under the power of sale hereby granted or
any judicial proceedings, shall operate to divest all right, title and
interest of any nature whatsoever of the Shipowner therein and thereto, and
shall bar the Shipowner, its successors and assigns, and all persons claiming
by, through or under them. No purchaser shall be bound to inquire whether
notice has been given, or whether any default has occurred, or as to the
propriety of the sale, or as to the application of the proceeds thereof. In
case of any such sale, the Mortgagee, if it is the purchaser, shall be
entitled, for the purpose of making settlement or payment for the property
purchased, to use and apply the Indebtedness hereby secured in order that
there may be credited against the amount remaining due and unpaid thereon the
sums payable out of the net proceeds of such sale to the Mortgagee after
allowing for the costs and expense of sale and other charges; and thereupon
such purchaser shall be credited, on account of such purchase price, with the
net proceeds that shall have been so credited upon the Indebtedness hereby
secured. At any such sale, the Mortgagee may bid for and purchase such
property and upon compliance with the terms of sale may hold, retain and
dispose of such property without further accountability therefor.

                  Section 3. POWER OF ATTORNEY - SALE. The Mortgagee is
hereby irrevocably appointed attorney-in-fact of the Shipowner to execute and
deliver to any purchaser aforesaid, and is hereby vested with full power and
authority to make, in the name and on behalf of the Shipowner, a good
conveyance of the title to the Vessel so sold. Any person dealing with the
Mortgagee or attorney-in-fact shall not be put on enquiry as to whether the
power of attorney contained herein has become exercisable. In the event of
any sale of the Vessel, under any power herein contained, the Shipowner will,
if and when required by the Mortgagee, execute such form of conveyance of the
Vessel as the Mortgagee may direct or approve.

                  Section 4. POWER OF ATTORNEY - COLLECTION. The Mortgagee is
hereby irrevocably appointed attorney-in-fact of the Shipowner upon the
happening of any event of default, in the name of the Shipowner to demand,
collect, receive, compromise and sue for, so far as may be permitted by law,
all freight, hire, earnings, issues, revenues, income and profits of the
Vessel and all amounts due from underwriters under any insurance thereon as
payment of losses or as return premiums or otherwise, salvage awards and
recoveries, recoveries in general average or otherwise, and all other sums
due or to become due at the time of the happening of any event of default as
defined in Section 1 of Article III hereof in respect of the Vessel, or in
respect of any insurance thereon, from any person whomsoever, and to make,
give and execute in the name of the Shipowner acquittances, receipts,
releases or other discharges for the same, whether under seal or otherwise,
and to endorse and accept in the name of the Shipowner all checks,

                                      19


<PAGE>


notes, drafts, warrants, agreements and other instruments in writing with
respect to the foregoing. Any person dealing with the Mortgagee or
attorney-in-fact shall not be put on enquiry as to whether the Power of
Attorney contained herein has become exercisable.

                  Section 5. DELIVERY OF VESSEL. Upon the security
constituted by this Mortgage becoming immediately enforceable pursuant to
Section 1 of Article III, the Mortgagee shall (in addition to the powers
described in Section 1 of Article III) become forthwith entitled (but not
bound) to appoint, by an instrument in writing under its seal or under the
hand of any director or officer or authorized signatory, a receiver and/or
manager of the Vessel upon such terms as to remuneration and otherwise as the
Mortgagee shall deem fit with power from time to time to remove any receiver
and appoint another in his stead and any receiver shall be the agent of the
Shipowner (who shall be solely responsible for his acts and defaults and
remuneration) and shall have all the powers conferred by law by way of
addition to, but without limiting, those powers any receiver shall have all
the powers and entitlements conferred on the Mortgagee by this Mortgage and
generally shall be entitled to the same protection and to exercise the same
powers and discretions as are granted to the Mortgagee under this Mortgage.

                  Section 6. MORTGAGEE TO DISCHARGE LIENS. The Shipowner
authorizes and empowers the Mortgagee or its appointees or any of them to
appear in the name of the Shipowner, its successors and assigns, in any court
of any country or nation of the world where a suit is pending against the
Vessel because of or on account of any alleged lien against the Vessel from
which the Vessel has not been released and to take such proceedings as to
them or any of them may seem proper towards the defense of such suit and the
purchase or discharge of such lien, and all expenditures made or incurred by
them or any of them for the purpose of such defense or purchase or discharge
shall be a debt due from the Shipowner, its successors and assigns, to the
Mortgagee, and shall be secured by the lien of this Mortgage in like manner
and extent as if the amount and description thereof were written herein.

                  Section 7. PAYMENT OF EXPENSES. The Shipowner covenants
that upon the happening of any one or more of the events of default, then,
upon written demand of the Mortgagee, the Shipowner will pay to the Mortgagee
the whole amount due and payable in respect of the Indebtedness hereby
secured; and in case the Shipowner shall fail to pay the same forthwith upon
such demand, the Mortgagee shall be entitled to recover judgment for the
whole amount so due and unpaid, together with such further amounts as shall
be sufficient to cover the reasonable compensation of the Mortgagee or its
agents, attorneys and counsel and any necessary advances, expenses and
liabilities made or incurred by it or them or the Mortgagee hereunder. All
moneys collected by the Mortgagee under this Section 7 shall be applied by
the Mortgagee in accordance with the provisions of Section 11 of this Article
III.

                                      20


<PAGE>


                  Section 8. REMEDIES CUMULATIVE. Each and every power and
remedy herein given to the Mortgagee shall be cumulative and shall be in
addition to every other power and remedy herein given or now or hereafter
existing at law, in equity, in admiralty or by statute, and each and every
power and remedy whether herein given or otherwise existing may be exercised
from time to time and as often and in such order as may be deemed expedient
by the Mortgagee, and the exercise or the beginning of the exercise of any
power or remedy shall not be construed to be a waiver of the right to
exercise at the same time or thereafter any other power or remedy. The
Mortgagee shall not be required or bound to enforce any of its rights under
any of the other Credit Documents, prior to enforcing its rights under this
Mortgage. No delay or omission by the Mortgagee in the exercise of any right
or power or in the pursuance of any remedy accruing upon any default as above
defined shall impair any such right, power or remedy or be construed to be a
waiver of any such event of default or to be an acquiescence therein; nor
shall the acceptance by the Mortgagee of any security or of any payment of or
on account of the Indebtedness hereby secured maturing after any event of
default or of any payment on account of any past default be construed to be a
waiver of any right to exercise its remedies due to any future event of
default or of any past event of default not completely cured thereby. No
consent, waiver or approval of the Mortgagee shall be deemed to be effective
unless in writing and duly signed by authorized signatories of the Mortgagee;
any waiver by the Mortgagee of any of the terms of this Mortgage or any
consent given under this Mortgage shall only be effective for the purpose and
on the terms which it is given and shall be without prejudice to the right to
give or withhold consent in relation to future matters (which are either the
same or different).

                  Section 9. CURE OF DEFAULTS. If at any time after an event
of default and prior to the actual sale of the Vessel by the Mortgagee or
prior to any enforcement or foreclosure proceedings the Shipowner offers
completely to cure all events of default and to pay all expenses, advances
and damages to the Mortgagee consequent on such events of default, with
interest at the interest rate set forth in Section 1.07(b) of the Credit
Agreement, then the Mortgagee may, but shall not be obligated to, accept such
offer and payment and restore the Shipowner to its former position, but such
action, if taken, shall not affect any subsequent event of default or impair
any rights consequent thereon.

                  Section 10. DISCONTINUANCE OF PROCEEDINGS. In case the
Mortgagee shall have proceeded to enforce any right, power or remedy under
this Mortgage by foreclosure, entry or otherwise, and such proceedings shall
have been discontinued or abandoned for any reason or shall have been
determined adversely to the Mortgagee, then and in every such case the
Shipowner and the Mortgagee shall be restored to its former position and
right hereunder with respect to the property subject or intended to be
subject to this Mortgage, and all rights, remedies and powers of the
Mortgagee shall continue as if no such proceedings had been taken.

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<PAGE>


                  Section 11. APPLICATION OF PROCEEDS. After an event of
default hereunder shall have occurred and be continuing, the proceeds of any
sale of the Vessel and any and all other moneys received by the Mortgagee
pursuant to or under the terms of this Mortgage or in any proceedings
hereunder, the application of which has not elsewhere herein been
specifically provided for, shall be applied as follows:

                  FIRST: To the payment of all costs and expenses (together with
         interest thereon as set forth in Section 14 of Article II) of the
         Mortgagee, including the reasonable compensation of its agents and
         attorneys, by reason of any sale, retaking, management or operation of
         the Vessel and all other sums payable to the Mortgagee hereunder by
         reason of any expenses or liabilities incurred or advances made by it
         for the protection, maintenance and enforcement of the security or of
         any of its rights hereunder, under the Credit Agreement, the
         Subsidiaries Guaranty and under the other Credit Documents or in the
         pursuit of any remedy hereby or thereby conferred; and at the option of
         the Mortgagee to the payment of any taxes, assessments or liens
         claiming priority over the lien of this Mortgage; and

                  SECOND: To the Pledgee (as defined in the Pledge Agreement)
         for its distribution in accordance with the provisions of Section 9 of
         the Pledge Agreement.

                  Section 12. POSSESSION UNTIL DEFAULT. Until one or more of
the events of default hereinafter described shall happen, the Shipowner (a)
shall be suffered and permitted to retain actual possession and use of the
Vessel and (b) shall have the right, from time to time, in its discretion,
and without application to the Mortgagee, and without obtaining a release
thereof by the Mortgagee, to dispose of, free from the lien hereof, any
boilers, engines, machinery, masts, spars, sails, rigging, boats, anchors,
chains, tackle, apparel, furniture, fittings or equipment or any other
appurtenances of the Vessel that are no longer useful, necessary, profitable
or advantageous in the operation of the Vessel, first or simultaneously
replacing the same by new boilers, engines, machinery, masts, spars, sails,
rigging, boats, anchors, chains, tackle, apparel, furniture, fittings,
equipment, or other appurtenances of substantially equal value to the
Shipowner, which shall forthwith become subject to the lien of this Mortgage
as a first priority mortgage thereon.

                  Section 13. SEVERABILITY OF PROVISIONS, ETC. (a) If any
provision of this Mortgage should be deemed invalid or shall be deemed to
affect adversely the preferred status of this Mortgage under any applicable
law, such provision shall be void and of no effect and shall cease to be a
part of this Mortgage without affecting the remaining provisions, which shall
remain in full force and effect.

                  (b) In the event that the Subsidiaries Guaranty, this
Mortgage, any of the other Credit Documents or any of the documents or
instruments which may

                                      22


<PAGE>


from time to time be delivered thereunder or hereunder or any provision
thereof or hereof shall be deemed invalidated by present or future law of any
nation or by decision of any court, this shall not affect the validity and/or
enforceability of all or any other parts of the Subsidiaries Guaranty, this
Mortgage, the Pledge Agreement, any of the other Credit Documents or such
documents or instruments and, in any such case, the Shipowner covenants and
agrees that, on demand, it will execute and deliver such other and further
agreements and/or documents and/or instruments and do such things as the
Mortgagee in its sole discretion may reasonably deem to be necessary to carry
out the true intent of this Mortgage, Subsidiaries Guaranty, the Pledge
Agreement, and the other Credit Documents.

                  (c) In the event that the title, or ownership of the Vessel
shall be requisitioned, purchased or taken by any government of any country
or any department, agency or representative thereof, pursuant to any present
or future law, proclamation, decree order or otherwise, the lien of this
Mortgage shall be deemed to attach to the claim for compensation therefor,
and the compensation, purchase or other taking of such title or ownership is
hereby agreed to be payable to the Mortgagee who shall be entitled to receive
the same and shall apply it as provided in Section 11 of this Article III. In
the event of any such requisition, purchase or taking, and the failure of the
Mortgagee to receive proceeds as herein provided, the Shipowner shall
promptly execute and deliver to the Mortgagee such documents, if any, as in
the opinion of the Mortgagee may be necessary or useful to facilitate or
expedite the collection by the Mortgagee of such part of the compensation,
purchase price, reimbursement or award as is payable to it hereunder.

                  (d) Anything herein to the contrary notwithstanding, it is
intended that nothing herein shall waive the priority status of this
Mortgage, and if any provision of this Mortgage or portion thereof shall be
construed to waive the priority status of this Mortgage, then such provision
to such extent shall be void and of no effect.

                                   ARTICLE IV

                                Sundry Provisions

                  Section 1. SUCCESSORS AND ASSIGNS. All of the covenants,
promises, stipulations and agreements of the Shipowner in this Mortgage
contained shall bind the Shipowner and its successors and shall inure to the
benefit of the Mortgagee and its successors and assigns. In the event of any
assignment or transfer of this Mortgage, the term "Mortgagee", as used in
this Mortgage, shall be deemed to mean any such assignee or transferee.

                  Section 2. POWER OF SUBSTITUTION. Wherever and whenever
herein any right, power or authority is granted or given to the Mortgagee,
such right,

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<PAGE>


power or authority may be exercised in all cases by the Mortgagee or such
agent or agents as it may appoint, and the act or acts of such agent or
agents when taken shall constitute the act of the Mortgagee hereunder.

                  Section 3. COUNTERPARTS. This Mortgage may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

                  Section 4. NOTICES. Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be
in writing (including telexed, telegraphic, telex, telecopier or cable
communication) and mailed, telexed, telecopied, cabled or delivered, if to
the Shipowner or to the Mortgagee, at its address as specified below, or at
such other address as shall be designated by such party in a written notice
to the other party:

                  If to the Shipowner, addressed to it in care of:

                  General Maritime Corporation
                  Address:
                  Telephone:
                  Facsimile:

                  If to the Mortgagee, addressed to it:

                  Christiania Bank og Kreditkasse, ASA, New York Branch
                  11 West 42nd Street, 7th Floor
                  New York, NY  10036
                  Attn:   Hans Chr. Kjelsrud
                  Telephone:  (212) 827-4814
                  Facsimile:   (212) 827-4888

with a copy to:

                  Holland & Knight LLP
                  195 Broadway
                  New York, NY 10007
                  Attn:  Jovi Tenev
                  Telephone: (212) 513 3218
                  Facsimile:  (212) 385 9010

                  All such notices and communications shall, (i) when mailed,
be effective three Business Days (as defined in the Credit Agreement) after
being deposited in the mails, prepaid and properly addressed for delivery,
(ii) when sent by overnight courier, be effective one Business Day after
delivery to the overnight courier prepaid and properly addressed for delivery
on such next Business Day, or (iii) when sent by telex or telecopier, be
effective when sent by telex or telecopier,

                                      24


<PAGE>


except that notices and communications to the Mortgagee shall not be
effective until received by the Mortgagee.

                  Section 5. RECORDING CLAUSE. For purposes of recording this
First Preferred Mortgage as required by Liberian Maritime Law, the total
amount of this Mortgage is THREE HUNDRED TEN MILLION United States Dollars
(U.S. $310,000,000.00), and interest and performance of mortgage covenants.
The maturity date is June ___, 2006. There is no separate discharge amount.

                  Section 6. FURTHER ASSURANCES. The Shipowner shall execute
and do all such assurances, acts and things as the Mortgagee, or any receiver
in its absolute discretion may require for:

                  (a) perfecting or protecting the security created (or intended
         to be created) by this Mortgage; or

                  (b) preserving or protecting any of the rights of the
         Mortgagee under this Mortgage (or any of them); or

                  (c) ensuring that the security constituted by this Mortgage
         and the covenants and obligations of the Shipowner under this Mortgage
         shall enure to the benefit of assignees of the Mortgagee (or any of
         them); or

                  (d) facilitating the appropriation or realization of the
         Vessel or any part thereof and enforcing the security constituted by
         this Mortgage on or at any time after the same shall have become
         enforceable; or

                  (e) the exercise of any power, authority or discretion vested
         in the Mortgagee under this Mortgage,

in any such case, forthwith upon demand by the Mortgagee and at the expense
of the Shipowner. Without limitation of the foregoing, in connection with any
Interest Rate Protection Agreements or Other Hedging Agreements entered into
from time to time, the Shipowner shall, at its expense, enter into, deliver
and cause to be recorded such amendments and supplements to this Mortgage,
and such other instruments and legal opinions, as the Mortgagee may
reasonably request.

                  Section 7. GOVERNING LAW. The provisions of this Mortgage
shall, with respect to its validity, effect, recordation and enforcement, be
governed by and construed in accordance with the applicable laws of the
Republic of Liberia.

                  Section 8. ADDITIONAL RIGHTS OF THE MORTGAGEE. In the event
the Mortgagee shall be entitled to exercise any of its remedies under Article
III hereof, the Mortgagee shall have the right to arrest and take action
against the Vessel at whatever place the Vessel shall be found lying and for
the purpose of any action which the Mortgagee may bring before the Courts of
such jurisdiction or other

                                      25


<PAGE>


judicial authority and for the purpose of any action which the Mortgagee may
bring against the Vessel, any writ, notice, judgment or other legal process
or documents may (without prejudice to any other method of service under
applicable law) be served upon the Master of the Vessel (or upon anyone
acting as the Master) and such service shall be deemed good service on the
Shipowner for all purposes.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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<PAGE>


                  IN WITNESS WHEREOF, the Shipowner has caused this First
Preferred Mortgage over the [VESSEL NAME] to be duly executed by its authorized
representative the day and year first above written.

                                         [NAME OF SHIPOWNER]


                                         By: __________________________________
                                             Name:
                                             Title:


<PAGE>


                                 ACKNOWLEDGMENT






STATE OF NEW YORK          )
                           :  SS:
COUNTY OF NEW YORK         )


                  On this [______] day of [DATE], before me personally appeared
[NAME], known to me to be the person who executed the foregoing instrument, who,
being by me duly sworn did depose and say that he resides at _________, New
York, NY, that he is [TITLE] of [SHIPOWNER], the [CITIZENSHIP] corporation
described in and which executed the foregoing instrument; that he signed his
name pursuant to authority granted to him by [SHIPOWNER]; and that he further
acknowledged that said instrument is the act and deed of [SHIPOWNER].



                                         ------------------------------
                                         Notary Public



                      [FOR USE IN THE REPUBLIC OF LIBERIA]