<PAGE>

                                                                   Exhibit 10.27

                                                                           DRAFT

================================================================================


                                CREDIT AGREEMENT

                                      AMONG

                          GENERAL MARITIME CORPORATION,

                                 VARIOUS LENDERS


                                       AND


              CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH,
                   AS ADMINISTRATIVE AGENT, SYNDICATION AGENT
                                AND LEAD ARRANGER

                       ----------------------------------



                           DATED AS OF JUNE ___, 2001

                       ----------------------------------


                                  $300,000,000

================================================================================
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

SECTION 1.  Amount and Terms of Credit Facilities............................1

      1.01  The Commitments..................................................1
      1.02  Minimum Amount of Each Borrowing; Limitation on
               Number of Borrowings..........................................1
      1.03  Notice of Borrowing..............................................2
      1.04  Disbursement of Funds............................................2
      1.05  Notes............................................................3
      1.06  Pro Rata Borrowings..............................................4
      1.07  Interest.........................................................4
      1.08  Interest Periods.................................................4
      1.09  Increased Costs, Illegality, etc.................................5
      1.10  Compensation.....................................................8
      1.11  Change of Lending Office.........................................8
      1.12  Replacement of Lenders...........................................8

SECTION 2.  Intentionally Omitted...........................................10


SECTION 3.  Commitment Commission; Reductions of Commitment.................10

      3.01  Commitment Commission...........................................10
      3.02  Voluntary Termination of Unutilized Commitments.................10
      3.03  Mandatory Reduction of Commitments..............................11

SECTION 4.  Prepayments; Payments; Taxes....................................11

      4.01  Voluntary Prepayments...........................................11
      4.02  Mandatory Repayments............................................12
      4.03  Method and Place of Payment.....................................14
      4.04  Net Payments; Taxes.............................................14

SECTION 5.  Conditions Precedent to the Effective Date and the
      Initial Borrowing Date................................................16

      5.01  Execution of Agreement; Notes...................................16
      5.02  Fees, etc.......................................................16
      5.03  Opinions of Counsel.............................................16
      5.04  Corporate Documents; Proceedings; etc...........................16
      5.05  Shareholders' Agreements; Management Agreements;
               Debt Agreements; Employment Agreements; Tax
               Sharing Agreements...........................................17
      5.06  Consummation of the Transaction; etc............................17
      5.07  Subsidiaries Guaranty...........................................18
      5.08  Pledge Agreements...............................................18

                                       (i)
<PAGE>

      5.09  Assignments of Earnings and Insurances..........................19
      5.10  Mortgages; Certificates of Ownership; Searches;
               Class Certificates; Appraisal Report; Insurance..............19
      5.11  Material Adverse Change, etc....................................20
      5.12  Litigation......................................................21
      5.13  Solvency Certificate............................................21
      5.14  Pro Forma Balance Sheet; Financial Statements;
               Projections..................................................21

SECTION 6.  Conditions Precedent to All Credit Events.......................21

      6.01  No Default; Representations and Warranties......................21
      6.02  Notice of Borrowing.............................................21

SECTION 7.  Representations, Warranties and Agreements......................22

      7.01  Corporate/Limited Liability Company/Limited

               Partnership Status...........................................22
      7.02  Corporate Power and Authority...................................22
      7.03  No Violation....................................................22
      7.04  Governmental Approvals..........................................23
      7.05  Financial Statements; Financial Condition;
               Undisclosed Liabilities; Projections; etc....................23
      7.06  Litigation......................................................24
      7.07  True and Complete Disclosure....................................24
      7.08  Use of Proceeds; Margin Regulations.............................24
      7.09  Tax Returns and Payments........................................25
      7.10  Compliance with ERISA...........................................25
      7.11  The Security Documents..........................................26
      7.12  Representations and Warranties in Documents.....................26
      7.13  Capitalization..................................................26
      7.14  Subsidiaries....................................................27
      7.15  Compliance with Statutes, etc...................................27
      7.16  Investment Company Act..........................................27
      7.17  Public Utility Holding Company Act..............................27
      7.18 Pollution and Other Regulations .................................27
      7.19  Labor Relations.................................................28
      7.20  Patents, Licenses, Franchises and Formulas......................28
      7.21  Indebtedness....................................................28
      7.22  Transaction.....................................................29
      7.23  Insurance.......................................................29
      7.24  Concerning the Vessels..........................................29
      7.25  Citizenship.....................................................29
      7.26  Vessel Classification...........................................29

SECTION 8.  Affirmative Covenants...........................................30

      8.01  Information Covenants...........................................30
      8.02  Books, Records and Inspections..................................33

                                      (ii)

<PAGE>

      8.03  Maintenance of Property; Insurance..............................33
      8.04  Corporate Franchises............................................33
      8.05  Compliance with Statutes, etc...................................33
      8.06  Compliance with Environmental Laws..............................34
      8.07  ERISA...........................................................34
      8.08  End of Fiscal Years; Fiscal Quarters............................35
      8.09  Performance of Obligations......................................36
      8.10  Payment of Taxes................................................36
      8.11  Further Assurances..............................................36
      8.12  Interest Rate Protection........................................36
      8.13  Deposit of Earnings.............................................37

SECTION 9.  Negative Covenants..............................................37

      9.01  Liens...........................................................37
      9.02  Consolidation, Merger, Sale of Assets, etc......................38
      9.03  Dividends.......................................................39
      9.04  Indebtedness....................................................40
      9.05  Advances, Investments and Loans.................................40
      9.06  Transactions with Affiliates....................................41
      9.07  Consolidated Interest Coverage Ratio............................41
      9.08  Minimum Consolidated Working Capital Ratio......................41
      9.09  Maximum Leverage Ratio..........................................42
      9.10  Minimum Consolidated Net Worth..................................42
      9.11  Collateral Maintenance..........................................42
      9.12  Limitation on Modifications of Certificate of
               Incorporation, By-Laws and Certain Other

               Agreements; etc..............................................42
      9.13  Limitation on Certain Restrictions on Subsidiaries..............43
      9.14  Limitation on Issuance of Capital Stock.........................43
      9.15  Business........................................................43

SECTION 10.  Events of Default..............................................43

      10.01  Payments.......................................................43
      10.02  Representations, etc...........................................44
      10.03  Covenants......................................................44
      10.04  Default Under Other Agreements.................................44
      10.05  Bankruptcy, etc................................................44
      10.06  ERISA..........................................................45
      10.07  Security Documents.............................................45
      10.08  Subsidiaries Guaranty..........................................46
      10.09  Judgments......................................................46
      10.10  Change of Control..............................................46

SECTION 11.  Definitions and Accounting Terms...............................46

      11.01  Defined Terms..................................................46

                                      (iii)
<PAGE>

SECTION 12.  Agency Provisions..............................................63

      12.01  Appointment....................................................63
      12.02  Nature of Duties...............................................64
      12.03  Lack of Reliance on the Administrative Agent...................64
      12.04  Certain Rights of the Agent....................................64
      12.05  Reliance.......................................................64
      12.06  Indemnification................................................65
      12.07  The Administrative Agent in its Individual
               Capacity.....................................................65
      12.08  Holders........................................................65
      12.09  Resignation by the Administrative Agent........................65

SECTION 13.  Miscellaneous..................................................66

      13.01  Payment of Expenses, etc.......................................66
      13.02  Right of Setoff................................................67
      13.03  Notices........................................................67
      13.04  Benefit of Agreement...........................................68
      13.05  No Waiver; Remedies Cumulative.................................69
      13.06  Payments Pro Rata..............................................70
      13.07  Calculations; Computations.....................................70
      13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
               WAIVER OF JURY TRIAL.........................................71
      13.09  Counterparts...................................................72
      13.10  Effectiveness..................................................72
      13.11  Headings Descriptive...........................................72
      13.12  Amendment or Waiver; etc.......................................72
      13.13  Survival.......................................................73
      13.14  Domicile of Loans..............................................74
      13.15  Limitation on Additional Amounts, etc..........................74
      13.16  Confidentiality................................................74
      13.17  Register.......................................................75
      13.18  Judgment Currency..............................................75
      13.19 Language........................................................76


ANNEX A           -     Plan of Recapitalization

SCHEDULE I        -     Commitments
SCHEDULE II       -     Lender Addresses
SCHEDULE III      -     Mortgaged Vessels
SCHEDULE IV       -     Existing Liens
SCHEDULE V        -     Indebtedness
SCHEDULE VI       -     Insurance
SCHEDULE VII      -     ERISA
SCHEDULE VIII     -     Subsidiaries

                                      (iv)
<PAGE>

SCHEDULE IX       -     Capitalization
SCHEDULE X        -     Approved Classification Societies
SCHEDULE XI       -     Existing Investments

EXHIBIT A   Notice of Borrowing
EXHIBIT B   Term Note
EXHIBIT C   Revolving Note
EXHIBIT D-1 Opinion of Kramer Levin Naftalis & Frankel LLP, counsel to the
              Borrower and its Subsidiaries

EXHIBIT D-2 Opinion of _______, maritime counsel to the Borrower and its
              Subsidiaries
EXHIBIT E   Officer's Certificate
EXHIBIT F   Subsidiaries Guaranty
EXHIBIT G   Pledge Agreement
EXHIBIT H-1 Assignment of Earnings
EXHIBIT H-2 Assignment of Insurances
EXHIBIT I-1 Form of Marshall Islands Mortgage
EXHIBIT I-2 Form of Liberian Mortgage
EXHIBIT I-3 Form of Maltese Mortgage
EXHIBIT I-4 Form of Norwegian Mortgage
EXHIBIT J   Form of Master Vessel and Collateral Trust Agreement
EXHIBIT K   Solvency Certificate
EXHIBIT L   Assignment and Assumption Agreement

                                       (v)

<PAGE>



            CREDIT AGREEMENT, dated as of June __, 2001, among GENERAL MARITIME
CORPORATION, a Marshall Islands corporation (the "BORROWER"), the Lenders party
hereto from time to time, and CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK
BRANCH, as Administrative Agent (in such capacity, the "ADMINISTRATIVE Agent"),
Syndication Agent and Lead Arranger (all capitalized terms used herein and
defined in Section 11 are used herein as therein defined).

                        W I T N E S S E T H:
                        - - - - - - - - - -


            WHEREAS, subject to and upon the terms and conditions herein set
forth, the Lenders are willing to make available to the Borrower the respective
credit facilities provided for herein;

            NOW, THEREFORE, IT IS AGREED:

            SECTION 1. AMOUNT AND TERMS OF CREDIT FACILITIES.

            1.01 THE COMMITMENTS. (a) Subject to and upon the terms and
conditions set forth herein, each Lender with a Term Loan Commitment severally
agrees to make, on the Initial Borrowing Date, a term loan or term loans (each a
"TERM LOAN" and, collectively, the "TERM LOANS") to the Borrower, which Term
Loans (i) shall bear interest in accordance with Section 1.07, (ii) shall be
incurred pursuant to a single drawing on the Initial Borrowing Date, (iii) shall
be denominated in Dollars and (iv) shall, subject to Section 3.03(a), not exceed
for any Lender, that amount which equals the Term Loan Commitment of such Lender
as in effect on the Initial Borrowing Date. Once repaid, Term Loans incurred
hereunder may not be reborrowed.

            (b) Subject to and upon the terms and conditions set forth herein,
each Lender with a Revolving Loan Commitment severally agrees, at any time and
from time to time after the Initial Borrowing Date and prior to the Revolving
Loan Maturity Date, to make a revolving loan or revolving loans (each, a
"REVOLVING LOAN" and, collectively, the "REVOLVING LOANS") to the Borrower,
which Revolving Loans (i) shall bear interest in accordance with Section 1.07,
(ii) may be repaid and reborrowed in accordance with the provisions hereof and
(iii) shall not exceed for any Lender at any time that aggregate principal
amount outstanding which equals the Revolving Loan Commitment of such Lender at
such time.

            1.02 MINIMUM AMOUNT OF EACH BORROWING; LIMITATION ON NUMBER OF
BORROWINGS. (a) The aggregate principal amount of each Borrowing of Term Loans
shall not be less than $5,000,000 and the aggregate principal amount of each
Borrowing of Revolving Loans shall not be less than $1,000,000.

            (b) More than one Borrowing may occur on the same date, but at no
time shall there be outstanding more than eleven Borrowings of Loans in the
aggregate for all Tranches.
<PAGE>

            1.03 NOTICE OF BORROWING. (a) Whenever the Borrower desires to make
a Borrowing hereunder, it shall give the Administrative Agent at its Notice
Office at least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) of each Loan to be made hereunder, PROVIDED that
any such notice shall be deemed to have been given on a certain day only if
given before 11:00 A.M. (New York time). Each such written notice or written
confirmation of telephonic notice (each a "Notice of Borrowing"), except as
otherwise expressly provided in Section 1.09, shall be irrevocable and shall be
given by the Borrower in the form of Exhibit A, appropriately completed to
specify (i) the aggregate principal amount of the Loans to be made pursuant to
such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
(iii) whether the Loans being made pursuant to such Borrowing shall constitute
Term Loans or Revolving Loans, (iv) the initial Interest Period to be applicable
thereto and (v) to which account the proceeds of such Loans are to be deposited.
The Administrative Agent shall promptly give each Lender which is required to
make Loans of the Tranche specified in the respective Notice of Borrowing,
notice of such proposed Borrowing, of such Lender's proportionate share thereof
and of the other matters required by the immediately preceding sentence to be
specified in the Notice of Borrowing.

            (b) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice of any Borrowing of Loans, the
Administrative Agent may act without liability upon the basis of telephonic
notice of such Borrowing, believed by the Administrative Agent in good faith to
be from the Chairman of the Board or the Treasurer of the Borrower (or any other
officer of the Borrower designated in writing to the Administrative Agent by the
Chairman of the Board or the Treasurer of the Borrower as being authorized to
give such notices under this Agreement) prior to receipt of written
confirmation. In each such case, the Borrower hereby waives the right to dispute
the Administrative Agent's record of the terms of such telephonic notice of such
Borrowing of Loans, absent manifest error.

            1.04 DISBURSEMENT OF FUNDS. Except as otherwise specifically
provided in the immediately succeeding sentence, no later than 12:00 Noon (New
York time) on the date specified in each Notice of Borrowing, each Lender with a
Commitment of the respective Tranche will make available its PRO RATA portion of
each such Borrowing requested to be made on such date. All such amounts shall be
made available in Dollars and in immediately available funds at the Payment
Office of the Administrative Agent and the Administrative Agent will make
available to the Borrower (prior to 1:00 p.m. (New York Time) on such day to the
extent of funds actually received by the Administrative Agent prior to 12:00
Noon (New York Time) on such day) at the Payment Office, in the account
specified in the applicable Notice of Borrowing, the aggregate of the amounts so
made available by the Lenders. Unless the Administrative Agent shall have been
notified by any Lender prior to the date of Borrowing that such Lender does not
intend to make available to the Administrative Agent such Lender's portion of
any Borrowing to be made on such date, the Administrative Agent may assume that
such Lender has made such amount available to the Administrative Agent on such
date of Borrowing and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by such Lender, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly


                                      -2-
<PAGE>

notify the Borrower and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent shall also be
entitled to recover on demand from such Lender or the Borrower, as the case may
be, interest on such corresponding amount in respect of each day from the date
such corresponding amount was made available by the Administrative Agent to the
Borrower until the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (i) if recovered from such
Lender, at the overnight Federal Funds Rate and (ii) if recovered from the
Borrower, the rate of interest applicable to the respective Borrowing, as
determined pursuant to Section 1.07. Nothing in this Section 1.04 shall be
deemed to relieve any Lender from its obligation to make Loans hereunder or to
prejudice any rights which the Borrower may have against any Lender as a result
of any failure by such Lender to make Loans hereunder.

            1.05 NOTES. (a) The Borrower's obligation to pay the principal of,
and interest on, the Loans made by each Lender shall, if requested by such
Lender, be evidenced (i) if Term Loans, by a promissory note duly executed and
delivered by the Borrower substantially in the form of Exhibit B with blanks
appropriately completed in conformity herewith (each a "TERM NOTE" and,
collectively, the "TERM NOTES") and (ii) if Revolving Loans, by a promissory
note duly executed and delivered by the Borrower substantially in the form of
Exhibit C, with blanks appropriately completed in conformity herewith (each a
"REVOLVING NOTE" and, collectively, the "REVOLVING NOTES").

            (b) Each Term Note shall (i) be executed by the Borrower, (ii) be
payable to the order of such Lender and be dated the Initial Borrowing Date,
(iii) be in a stated principal amount equal to the Term Loan Commitment of such
Lender on the Initial Borrowing Date before giving effect to any reductions
thereto on such date (or, in the case of Term Notes issued after the Initial
Borrowing Date, be in a stated principal amount equal to the outstanding
principal amount of Term Loans of such Lender plus the Term Loan Commitment of
such Lender (if any) on the date of the issuance thereof) and be payable in the
principal amount of Term Loans evidenced thereby, (iv) mature on the Term Loan
Maturity Date, (v) bear interest as provided in Section 1.07 in respect of the
Loans evidenced thereby, (vi) be subject to voluntary prepayment and mandatory
repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the
benefits of this Agreement and the other Credit Documents.

            (c) Each Revolving Note shall (i) be executed by the Borrower, (ii)
be payable to the order of such Lender and be dated the Initial Borrowing Date
(or, in the case of Revolving Notes issued after the Initial Borrowing Date, be
dated the date of the issuance thereof), (iii) be in a stated principal amount
equal to the Revolving Loan Commitment of such Lender and be payable in the
principal amount of the Revolving Loans evidenced thereby, (iv) mature on the
Revolving Loan Maturity Date, (v) bear interest as provided in Section 1.07 in
respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment
and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

            (d) Each Lender will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will, prior to any
transfer of any of its Notes, endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby.

                                      -3-
<PAGE>

Failure to make any such notation or any error in any such notation or
endorsement shall not affect the Borrower's obligations in respect of such
Loans.

            1.06 PRO RATA BORROWINGS. All Borrowings of Term Loans and Revolving
Loans under this Agreement shall be incurred from the Lenders PRO RATA on the
basis of their Term Loan Commitments or Revolving Loan Commitments, as the case
may be. It is understood that no Lender shall be responsible for any default by
any other Lender of its obligation to make Loans hereunder and that each Lender
shall be obligated to make the Loans provided to be made by it hereunder,
regardless of the failure of any other Lender to make its Loans hereunder.

            1.07 INTEREST. (a) The Borrower agrees to pay interest in respect of
the unpaid principal amount of each Loan from the date the proceeds thereof are
made available to the Borrower until the maturity (whether by acceleration or
otherwise) of such Loan at a rate per annum which shall, during each Interest
Period applicable thereto, be equal to the sum of the Applicable Margin plus the
Eurodollar Rate for such Interest Period.

            (b) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder
shall, in each case, bear interest at a rate per annum equal to 2% per annum in
excess of the rate then borne by such Loans (or, if such overdue amount is not
interest or principal in respect of a Loan, 2.50% per annum in excess of the
Prime Rate as in effect from time to time), in each case with such interest to
be payable on demand.

            (c) Accrued and unpaid interest shall be payable in respect of each
Loan, on the last day of each Interest Period applicable thereto and, in the
case of an Interest Period in excess of three months, on each date occurring at
three month intervals after the first day of such Interest Period, on any
repayment or prepayment (on the amount repaid or prepaid), at maturity (whether
by acceleration or otherwise) and, after such maturity, on demand.

            (d) Upon each Interest Determination Date, the Administrative Agent
shall determine the Eurodollar Rate for each Interest Period applicable to the
Loans to be made pursuant to the applicable Borrowing and shall promptly notify
the Borrower and the respective Lenders thereof. Each such determination shall,
absent manifest error, be final and conclusive and binding on all parties
hereto.

            1.08 INTEREST PERIODS. At the time it gives any Notice of Borrowing
in respect of the making of any Loan (in the case of the initial Interest Period
applicable thereto) or on the third Business Day prior to the expiration of an
Interest Period applicable to such Loan (in the case of any subsequent Interest
Period), the Borrower shall have the right to elect, by giving the
Administrative Agent notice thereof, the interest period (each an "INTEREST
PERIOD") applicable to such Loan, which Interest Period shall, at the option of
the Borrower, be a one, two, three, six or, to the extent agreeable to all the
Lenders, nine or twelve month period; PROVIDED that:

           (i) all Loans  comprising  a Borrowing  shall at all times
      have the same Interest Period;

                                      -4-
<PAGE>

          (ii) the initial Interest Period for any Loan shall commence on the
      date of Borrowing of such Loan and each Interest Period occurring
      thereafter in respect of such Loan shall commence on the day immediately
      following the day on which the immediately preceding Interest Period
      applicable thereto expires;

         (iii) if any Interest Period relating to a Loan begins on a day for
      which there is no numerically corresponding day in the calendar month at
      the end of such Interest Period, such Interest Period shall end on the
      last Business Day of such calendar month;

          (iv) if any Interest Period would otherwise expire on a day which is
      not a Business Day, such Interest Period shall expire on the first
      succeeding Business Day; PROVIDED, however, that if any Interest Period
      for a Loan would otherwise expire on a day which is not a Business Day but
      is a day of the month after which no further Business Day occurs in such
      month, such Interest Period shall expire on the immediately preceding
      Business Day;

           (v) no Interest Period longer than one month may be selected at any
      time when an Event of Default (or, if the Administrative Agent or the
      Required Lenders have determined that such an election at such time would
      be disadvantageous to the Lenders, a Default) is then in existence;

          (vi) no Interest Period in respect of any Borrowing of any Tranche of
      Loans shall be selected which extends beyond the respective Maturity Date
      for such Tranche of Loans;

         (vii) no Interest Period in respect of any Borrowing of Term Loans
      longer than one month shall be selected which extends beyond any date upon
      which a mandatory repayment of Term Loans will be required to be made
      under Section 4.02(b) if the aggregate principal amount of Term Loans
      which have Interest Periods which will expire after such date will be in
      excess of the aggregate principal amount of Term Loans then outstanding
      less the aggregate amount of such required repayment on such date; and

        (viii) the  selection  of Interest  Periods  shall be subject
      to the provisions of Section 1.02(b).

            If upon the expiration of any Interest Period applicable to a
Borrowing, the Borrower has failed to elect a new Interest Period to be
applicable to such Loans as provided above, the Borrower shall be deemed to have
elected a one month Interest Period to be applicable to such Loans effective as
of the expiration date of such current Interest Period.

            1.09 INCREASED COSTS, ILLEGALITY, ETC. (a) In the event that any
Lender shall have determined in good faith (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties hereto but,
with respect to clause (i) below, may be made only by the Administrative Agent):

           (i) on any Interest Determination Date that, by reason of any changes
      arising after the date of this Agreement affecting the interbank
      Eurodollar market, adequate and fair

                                      -5-
<PAGE>

      means do not exist for ascertaining the applicable interest rate on the
      basis provided for in the definition of Eurodollar Rate; or

          (ii) at any time, that such Lender shall incur increased costs or
      reductions in the amounts received or receivable hereunder with respect to
      any Loan because of (x) any change since the date of this Agreement in any
      applicable law or governmental rule, regulation, order, guideline or
      request (whether or not having the force of law) or in the interpretation
      or administration thereof and including the introduction of any new law or
      governmental rule, regulation, order, guideline or request, such as, for
      example, but not limited to: (A) a change in the basis of taxation of
      payment to any Lender of the principal of or interest on such Loan or any
      other amounts payable hereunder (except for changes in the rate of tax on,
      or determined by reference to, the net income or net profits of such
      Lender, or any franchise tax based on the net income or net profits of
      such Lender, in either case imposed by the jurisdiction in which it is
      organized or in which its principal office or applicable lending office is
      located or any subdivision thereof or therein), but without duplication of
      any amounts payable in respect of Taxes pursuant to Section 4.04, or (B) a
      change in official reserve requirements but, in all events, excluding
      reserves required under Regulation D and/or (y) other circumstances since
      the date of this Agreement affecting such Lender or the interbank
      Eurodollar market or the position of such Lender in such market; or

         (iii) at any time, that the making or continuance of any Loan has been
      made (x) unlawful by any law or governmental rule, regulation or order,
      and/or (y) impossible by compliance by any Lender in good faith with any
      governmental request (whether or not having force of law) or (z)
      impracticable as a result of a contingency occurring after the date of
      this Agreement which materially and adversely affects the interbank
      Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and, except in the case of clause (i) above, to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in
the case of clause (i) above, any Notice of Borrowing given by the Borrower with
respect to Loans which have not yet been incurred shall be deemed rescinded by
the Borrower and the Total Unutilized Revolving Loan Commitment shall thereafter
not be available to be borrowed hereunder, and the rate of interest applicable
to any affected Loans then outstanding shall be the Base Rate, as in effect from
time to time, from the date such notice is delivered to the Borrower and
thereafter until such time as the Administrative Agent notifies the Borrower and
the Lenders that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, (y) in the case of clause (ii) above, the
Borrower agrees, subject to the provisions of Sections 1.11 and 13.15 (to the
extent applicable), to pay to such Lender, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as such Lender in its reasonable good
faith discretion shall determine) as shall be required to compensate such Lender
for such increased costs or reductions in amounts received or receivable
hereunder (a written notice as to the additional amounts owed to such Lender,
showing in reasonable detail the basis for and the calculation thereof,
submitted to the Borrower by such

                                      -6-
<PAGE>

Lender in good faith shall, absent manifest error, be final and conclusive and
binding on all the parties hereto) and (z) in the case of clause (iii) above,
and subject to Section 1.11, such Lender shall so notify the Administrative
Agent and the Borrower (and the Administrative Agent shall promptly give notice
thereof to the other Lenders) and thereafter (A) except in the case of an event
of the type described in clause (iii)(z) above, the Revolving Loan Commitment of
such Lender shall be permanently reduced by an amount sufficient to alleviate
such circumstance arising pursuant to clause (iii)(x) or (y) above, or shall be
terminated in its entirety if all of such Lender's Revolving Loans are so
affected, and the Borrower shall prepay in full the affected Loans of such
Lender, together with accrued interest thereon and, in the event of a
termination of such Lender's Revolving Loan Commitment, any Commitment
Commission which may be due to such Lender under this Agreement (and, in the
event all of such Lender's Loans are being repaid, any other amounts which may
be owing to such Lender hereunder), on either the last day of the then current
Interest Period applicable to each such affected Loan (if such Lender may
lawfully continue to maintain and fund such Loans) or immediately (if such
Lender may not lawfully continue to maintain and fund such Loans to such day)
and (B) in the case of an event of the type described in clause (iii)(z) above,
the Unutilized Revolving Loan Commitment of such Lender shall be terminated in
its entirety and the Borrower shall pay to such Lender any accrued and unpaid
Commitment Commission which may be due to such Lender under this Agreement, and
all outstanding Loans of such Lender shall, from the date such notice is
delivered to the Borrower and thereafter until such time as the Administrative
Agent or such Lender shall notify the Borrower that the circumstances giving
rise to the operation of clause (iii)(z) above with respect to such Lender no
longer exist, bear interest at a rate equal to the Base Rate, as in effect from
time to time, plus 0.50%, it being understood that, notwithstanding anything to
the contrary in this Agreement, to the extent any repayment of Revolving Loans
of any Lender affected by circumstances described in clause (iii)(z) above are
repaid prior to receipt by the Borrower of the notice described above with
respect to the elimination of such circumstances giving rise to the operation of
clause (iii)(z) above with respect to such Lender, any amount of the Unutilized
Revolving Loan Commitment of such Lender which may otherwise result from such
repayment shall be deemed permanently reduced upon the effectiveness of such
repayment. The Administrative Agent and each Lender (to the extent it continues
to be a Lender hereunder) agree that if any of them gives notice to the Borrower
of any of the events described in clause (i) or (iii) above, it shall promptly
notify the Borrower and, in the case of any such Lender, the Administrative
Agent, if such event ceases to exist. If any such event described in clause
(iii) above ceases to exist as to a Lender (to the extent it continues at such
time to be a Lender hereunder), the obligations of such Lender to make Loans on
the terms and conditions contained herein shall to the extent of such Lender's
outstanding Loans and Commitments as in effect at such time, be immediately
reinstated.

            (b) If at any time after the date of this Agreement any Lender in
good faith determines that the introduction of or any change in any applicable
law or governmental rule, regulation, order, guideline, directive or request
(whether or not having the force of law) concerning capital adequacy, or any
change in interpretation or administration thereof by any governmental
authority, central bank or comparable agency, in each case introduced or changed
after the date hereof, will have the effect of increasing the amount of capital
required or requested to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Commitments
hereunder or its obligations hereunder, then the

                                      -7-
<PAGE>

Borrower agrees, subject to the provisions of Section 13.15 (to the extent
applicable), to pay to such Lender, upon its written demand therefor, such
additional amounts as shall be required to compensate such Lender or such other
corporation for the increased cost to such Lender or such other corporation or
the reduction in the rate of return to such Lender or such other corporation as
a result of such increase of capital. In determining such additional amounts,
each Lender will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable, provided that a written notice of such
Lender setting forth in reasonable detail such Lender's determination of
compensation owing under this Section 1.09(b) shall, absent manifest error and
subject to the provisions of Section 13.15 (to the extent applicable), be final
and conclusive and binding on all the parties hereto. Each Lender, upon
determining that any additional amounts will be payable pursuant to this Section
1.09(b), will give prompt written notice thereof to the Borrower, which notice
shall show in reasonable detail the basis for and calculation of such additional
amounts.

            1.10 COMPENSATION. The Borrower agrees, subject to the provisions of
Section 13.15 (to the extent applicable), to compensate each Lender, upon its
written request (which request shall set forth in reasonable detail the basis
for requesting and the calculation of such compensation), for all reasonable
losses, expenses and liabilities (including, without limitation, any such loss,
expense or liability incurred by reason of the liquidation or reemployment of
deposits or other funds required by such Lender to fund its Loans but excluding
any loss of anticipated profit) which such Lender may sustain: (i) if for any
reason (other than a default by such Lender or the Administrative Agent) a
Borrowing of Loans does not occur on a date specified therefor in a Notice of
Borrowing (whether or not withdrawn by the Borrower); (ii) if any repayment
(including any repayment made pursuant to Section 4.02 or as a result of an
acceleration of the Loans pursuant to Section 10) of any of its Loans occurs on
a date which is not the last day of an Interest Period with respect thereto;
(iii) if any prepayment of any of its Loans is not made on any date specified in
a notice of prepayment given by the Borrower; or (iv) as a consequence of any
other Default or Event of Default arising as a result of the Borrower's failure
to repay Loans or make payment on any Note held by such Lender when required by
the terms of this Agreement.

            1.11 CHANGE OF LENDING OFFICE. Each Lender agrees that on the
occurrence of any event giving rise to the operation of Section 1.09(a)(ii) or
(iii), Section 1.09(b) or Section 4.04 with respect to such Lender, it will, if
requested by the Borrower, use reasonable good faith efforts (subject to overall
policy considerations of such Lender) to designate another lending office for
any Loans affected by such event, PROVIDED that such designation is made on such
terms that such Lender and its lending office suffer no economic, legal or
regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of such Section. Nothing in this Section 1.11
shall affect or postpone any of the obligations of the Borrower or the rights of
any Lender provided in Sections 1.09 and 4.04.

            1.12 REPLACEMENT OF LENDERS. (x) If any Lender becomes a Defaulting
Lender or otherwise defaults in its obligations to make Loans, (y) upon the
occurrence of any event giving rise to the operation of Section 1.09(a)(ii) or
(iii), Section 1.09(b) or Section 4.04 with respect to any Lender which results
in such Lender charging to the Borrower increased costs in excess of those being
generally charged by the other Lenders, or (z) as provided in Section 13.12(b)
in the

                                      -8-
<PAGE>

case of certain refusals by a Lender to consent to certain proposed changes,
waivers, discharges or terminations with respect to this Agreement which have
been approved by the Required Lenders, the Borrower shall have the right, if no
Default or Event of Default will exist immediately after giving effect to the
respective replacement, to either replace such Lender (the "REPLACED LENDER")
with one or more other Eligible Transferee or Transferees, none of whom shall
constitute a Defaulting Lender at the time of such replacement (collectively,
the "REPLACEMENT LENDER") reasonably acceptable to the Administrative Agent or,
at the option of the Borrower, to replace only (a) the Revolving Loan Commitment
(and outstandings pursuant thereto) of the Replaced Lender with an identical
Revolving Loan Commitment provided by the Replacement Lender or (b) in the case
of a replacement as provided in Section 13.12(b) where the consent of the
respective Lender is required with respect to less than all Tranches of its
Loans or Commitments, the Commitments and/or outstanding Loans of such Lender in
respect of each Tranche where the consent of such Lender would otherwise be
individually required, with identical Commitments and/or Loans of the respective
Tranche provided by the Replacement Lender, PROVIDED that:

            (i) at the time of any replacement pursuant to this Section 1.12,
      the Replacement Lender shall enter into one or more Assignment and
      Assumption Agreements pursuant to Section 13.04(b) (and with all fees
      payable pursuant to said Section 13.04(b) to be paid by the Replacement
      Lender) pursuant to which the Replacement Lender shall acquire all of the
      Commitments and outstanding Loans (or, in the case of the replacement of
      only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and
      outstanding Revolving Loans or (b) the outstanding Term Loans and Term
      Loan Commitment (if any), the outstanding Term Loans and Term Loan
      Commitment (if any)) of the Replaced Lender and, in connection therewith,
      shall pay to the Replaced Lender in respect thereof an amount equal to the
      sum (without duplication) of (x) an amount equal to the principal of, and
      all accrued interest on, all outstanding Loans (or, in the case of the
      replacement of only (I) the Revolving Loan Commitment, the outstanding
      Revolving Loans or (II) the Term Loans and Term Loan Commitment (if any),
      the outstanding Term Loans) of the Replaced Lender, and (y) an amount
      equal to all accrued, but unpaid, Commitment Commission owing to the
      Replaced Lender (but only with respect to the relevant Tranche, in the
      case of the replacement of less than all Tranches of Loans then held by
      the respective Replaced Lender) pursuant to Section 3.01; and

            (ii) all obligations of the Borrower owing to the Replaced Lender
      (other than those (a) specifically described in clause (i) above in
      respect of which the assignment purchase price has been, or is
      concurrently being, paid or (b) relating to any Tranche of Loans and/or
      Commitments of the respective Replaced Lender which will remain
      outstanding after giving effect to the respective replacement) shall be
      paid in full to such Replaced Lender concurrently with such replacement.

            Upon the execution of the respective Assignment and Assumption
Agreements, the payment of amounts referred to in clauses (i) and (ii) above
and, if so requested by the Replacement Lender, delivery to the Replacement
Lender of the appropriate Note or Notes executed by the Borrower, the
Replacement Lender shall become a Lender hereunder and, unless the respective
Replaced Lender continues to have outstanding Term Loans, a Term Loan

                                      -9-
<PAGE>

Commitment or a Revolving Loan Commitment hereunder, the Replaced Lender shall
cease to constitute a Lender hereunder, except with respect to indemnification
provisions under this Agreement (including Sections 1.09, 1.10, 4.04, 13.01 and
13.06), which shall survive as to such Replaced Lender.

            SECTION 2.  INTENTIONALLY OMITTED.

            SECTION 3. COMMITMENT COMMISSION; REDUCTIONS OF COMMITMENT.

            3.01 COMMITMENT COMMISSION. (a) The Borrower agrees to pay the
Administrative Agent for distribution to each Non-Defaulting Lender with a
Revolving Loan Commitment a commitment commission (the "COMMITMENT COMMISSION")
for the period from the Effective Date to and including the Revolving Loan
Maturity Date (or such earlier date as the Total Revolving Loan Commitment shall
have been terminated) computed at a rate for each day equal to 5/8 of 1% per
annum on the daily average Unutilized Revolving Loan Commitment of such
Non-Defaulting Lender. Accrued Commitment Commission shall be due and payable
quarterly in arrears on each Quarterly Payment Date and on the Revolving Loan
Maturity Date (or such earlier date upon which the Total Revolving Loan
Commitment is terminated).

            (b) The Borrower shall pay to the Administrative Agent, for the
Administrative Agent's own account, such other fees as have been agreed to in
writing by the Borrower and the Administrative Agent.

            3.02 VOLUNTARY TERMINATION OF UNUTILIZED COMMITMENTS. (a) Upon at
least three Business Day's prior notice to the Administrative Agent at its
Notice Office (which notice the Administrative Agent shall promptly transmit to
each of the Lenders), the Borrower shall have the right, at any time or from
time to time, without premium or penalty, to terminate the Total Unutilized
Revolving Loan Commitment, in whole or in part, in integral multiples of
$1,000,000 in the case of partial reductions thereto, PROVIDED that each such
reduction shall apply proportionately to permanently reduce the Revolving Loan
Commitment of each Lender with such a Commitment.

            (b) In the event of certain refusals by a Lender as provided in
Section 13.12(b) to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Lenders, the Borrower may, subject to the requirements of said Section
13.12(b) and upon five Business Days' written notice to the Administrative Agent
at its Notice Office (which notice the Administrative Agent shall promptly
transmit to each of the Lenders), terminate all of the Revolving Loan Commitment
and Term Loan Commitment (if any) of such Lender so long as all Loans, together
with accrued and unpaid interest, Commitment Commission and all other amounts,
owing to such Lender (other than amounts owing in respect of outstanding Term
Loans maintained by such Lender, if such Term Loans are not being repaid
pursuant to Section 13.12(b)) are repaid concurrently with the effectiveness of
such termination (at which time Schedule I shall be deemed modified to reflect
such changed amounts), and at such time, unless the respective Lender continues
to have outstanding Term Loans hereunder, such Lender shall no longer constitute
a "Lender" for purposes of this Agreement, except with respect to
indemnification provisions under this Agreement

                                      -10-
<PAGE>

(including, without limitation, Sections 1.09, 1.10, 4.04, 13.01 and 13.06),
which shall survive as to such repaid Lender.

            3.03 MANDATORY REDUCTION OF COMMITMENTS. (a) The Total Commitments
(and the Term Loan Commitment and the Revolving Loan Commitment of each Lender)
shall terminate in its entirety on June 29, 2001 unless the Initial Borrowing
Date shall have occurred on or prior to such date.

            (b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Term Loan Commitment (and the Term Loan
Commitment of each Lender) shall terminate in its entirety on the Initial
Borrowing Date, after giving effect to all Borrowings of Term Loans on such
date.

            (c) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each Lender) shall terminate in its entirety on the
Revolving Loan Maturity Date.

            (d) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, on (i) the Business Day following the date of any
Collateral Disposition involving a Mortgaged Vessel (other than a Collateral
Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date
which is 180 days following any Collateral Disposition constituting an Event of
Loss and (B) the date of receipt by the Borrower, any of its Subsidiaries or the
Administrative Agent of the insurance proceeds relating to such Event of Loss,
the Total Revolving Loan Commitment shall be permanently reduced by a percentage
thereof, expressed as a fraction, equal to (x) the appraised value (as
determined in accordance with the most recent appraisal report delivered to the
Administrative Agent (or obtained by the Administrative Agent) pursuant to
Section 8.01(c)) of the Mortgaged Vessel or Mortgaged Vessels which is/are the
subject of such Collateral Disposition divided by (y) the Aggregate Mortgaged
Vessel Value (as determined in accordance with the most recent appraisal report
delivered to the Administrative Agent (or obtained by the Administrative Agent)
pursuant to Section 8.01(c) before giving effect to such Collateral
Disposition).

            (e) Each reduction to the Total Term Loan Commitment and the Total
Revolving Loan Commitment pursuant to this Section 3.03 shall be applied
proportionately to reduce the Term Loan Commitment or the Revolving Loan
Commitment, as the case may be, of each Lender with such a Commitment.

            SECTION 4.  PREPAYMENTS; PAYMENTS; TAXES.

            4.01 VOLUNTARY PREPAYMENTS. The Borrower shall have the right to
prepay the Loans, without premium or penalty except as provided by law, in whole
or in part at any time and from time to time on the following terms and
conditions:

            (i) the Borrower shall give the Administrative Agent prior to 12:00
      Noon (New York time) at its Notice Office at least three Business Days'
      prior written notice (or telephonic notice promptly confirmed in writing)
      of its intent to prepay such Loans,

                                      -11-
<PAGE>

      whether Term Loans or Revolving Loans shall be prepaid, the amount of such
      prepayment and the specific Borrowing or Borrowings pursuant to which
      made, which notice the Administrative Agent shall promptly transmit to
      each of the Lenders;

            (ii) each prepayment shall be in an aggregate principal amount of at
      least $1,000,000 or such lesser amount of a Borrowing which is
      outstanding, PROVIDED that no partial prepayment of Loans made pursuant to
      any Borrowing shall reduce the outstanding Loans made pursuant to such
      Borrowing to an amount less than $1,000,000;

            (iii) at the time of any prepayment of Loans pursuant to this
      Section 4.01 on any date other than the last day of the Interest Period
      applicable thereto, the Borrower shall pay the amounts required pursuant
      to Section 1.10;

            (iv) in the event of certain refusals by a Lender as provided in
      Section 13.12(b) to consent to certain proposed changes, waivers,
      discharges or terminations with respect to this Agreement which have been
      approved by the Required Lenders, the Borrower may, upon five Business
      Days' written notice to the Administrative Agent at its Notice Office
      (which notice the Administrative Agent shall promptly transmit to each of
      the Lenders), prepay all Loans, together with accrued and unpaid interest,
      Commitment Commission, and other amounts owing to such Lender (or owing to
      such Lender with respect to each Tranche which gave rise to the need to
      obtain such Lender's individual consent) in accordance with said Section
      13.12(b) so long as (A) in the case of the prepayment of Revolving Loans
      of any Lender pursuant to this clause (iv) the Revolving Loan Commitment
      of such Lender is terminated concurrently with such prepayment (at which
      time Schedule I shall be deemed modified to reflect the changed Revolving
      Loan Commitments), (B) in the case of the prepayment of Term Loans of any
      Lender pursuant to this clause (iv) the Term Loan Commitment of such
      Lender (if any) is terminated concurrently with such prepayment (at which
      time Schedule I shall be deemed modified to reflect the changed Term Loan
      Commitments) and (C) the consents required by Section 13.12(b) in
      connection with the prepayment pursuant to this clause (iv) have been
      obtained; and

            (v) except as expressly provided in the preceding clause (iv), each
      prepayment in respect of any Loans made pursuant to a Borrowing shall be
      applied PRO RATA among the Loans comprising such Borrowing; PROVIDED that
      in connection with any prepayment of Revolving Loans pursuant to this
      Section 4.01, such prepayment shall not be applied to any Revolving Loan
      of a Defaulting Lender until all other Revolving Loans of Non-Defaulting
      Lenders have been repaid in full. Each prepayment of principal of Term
      Loans pursuant to this Section 4.01 shall be applied to reduce the then
      remaining Scheduled Repayments of Term Loans PRO RATA based upon the then
      remaining principal amounts of the Scheduled Repayments of Term Loans
      after giving effect to all prior reductions thereto.

            4.02 MANDATORY REPAYMENTS. (a) On any day on which the aggregate
outstanding principal amount of Revolving Loans exceeds the Total Revolving Loan
Commitment as then in effect, the Borrower shall repay principal of Revolving
Loans in an amount equal to such excess.

                                      -12-
<PAGE>

            (b) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date set forth below (each a
"SCHEDULED REPAYMENT DATE"), the Borrower shall be required to repay that
aggregate principal amount of Term Loans equal to the aggregate principal amount
set forth opposite such Scheduled Repayment Date in the table below (each such
repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(d),
a "SCHEDULED REPAYMENT"):

<TABLE>
<CAPTION>

               SCHEDULED REPAYMENT DATE              AMOUNT
<S>                                                <C>
                  September __, 2001               $11,500,000
                  December __, 2001                $11,500,000

                  March __, 2002                   $11,500,000
                  June __, 2002                    $11,500,000
                  September __, 2002               $11,500,000
                  December __, 2002                $11,500,000

                  March __, 2003                   $11,500,000
                  June __, 2003                    $11,500,000
                  September __, 2003                $9,000,000
                  December __, 2003                 $9,000,000

                  March __, 2004                    $9,000,000
                  June __, 2004                     $9,000,000
                  September __, 2004                $9,000,000
                  December __, 2004                 $9,000,000

                  March __, 2005                    $9,000,000
                  June __, 2005                     $9,000,000
                  September __, 2005                $9,000,000
                  December __, 2005                 $9,000,000

                  March __, 2006                    $9,000,000

                  Term Loan Maturity Date           $9,000,000
</TABLE>

            (c) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, but without duplication, on (i) the
Business Day following the date of any Collateral Disposition involving a
Mortgaged Vessel (other than a Collateral Disposition constituting an Event of
Loss) and (ii) the earlier of (A) the date which is 180 days following any
Collateral Disposition constituting an Event of Loss and (B) the date of receipt
by the Borrower, any of its Subsidiaries or the Administrative Agent of the
insurance proceeds relating to such Event of Loss, the Borrower shall be
required to repay a percentage expressed as a fraction, of the then outstanding
aggregate principal amount of Term Loans equal to (x) the appraised value (as
determined in accordance with the most recent appraisal report delivered to the
Administrative Agent (or obtained by the Administrative Agent) pursuant to
Section 8.01(c)) of

                                      -13-
<PAGE>

the Mortgaged Vessel or Mortgaged Vessels which is/are the subject of such
Collateral Disposition divided by (y) the Aggregate Mortgaged Vessel Value (as
determined in accordance with the most recent appraisal report delivered to the
Administrative Agent (or obtained by the Administrative Agent) pursuant to
Section 8.01(c) before giving effect to such Collateral Disposition).

            (d) The amount of each principal repayment of Term Loans required by
Section 4.02(c) shall be applied to reduce the then remaining Scheduled
Repayments PRO RATA based upon the then remaining principal amounts of such
Scheduled Repayments after giving effect to all prior reductions thereto.

            (e) With respect to each repayment of Loans required by this Section
4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant
to which made, PROVIDED that (i) repayments of Loans pursuant to this Section
4.02 may only be made on the last day of an Interest Period applicable thereto
unless all Loans of the respective Tranche with Interest Periods ending on such
date of required repayment have been paid in full and (ii) each repayment of any
Loans comprising a Borrowing shall be applied PRO RATA among such Loans. In the
absence of a designation by the Borrower as described in the preceding sentence,
the Administrative Agent shall, subject to the preceding provisions of this
clause (e), make such designation in its sole reasonable discretion with a view,
but no obligation, to minimize breakage costs owing pursuant to Section 1.10.

            (f) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, all then outstanding Loans shall be repaid in full on the
Maturity Date applicable to such Loans.

            4.03 METHOD AND PLACE OF PAYMENT. Except as otherwise specifically
provided herein, all payments under this Agreement or any Note shall be made to
the Administrative Agent for the account of the Lender or Lenders entitled
thereto not later than 12:00 Noon (New York time) on the date when due and shall
be made in Dollars in immediately available funds at the Payment Office of the
Administrative Agent. Whenever any payment to be made hereunder or under any
Note shall be stated to be due on a day which is not a Business Day, the due
date thereof shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest shall be payable at the applicable
rate during such extension.

            4.04 NET PAYMENTS; TAXES. (a) All payments made by any Credit Party
hereunder or under any Note will be made without setoff, counterclaim or other
defense. All such payments will be made free and clear of, and without deduction
or withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or
therein with respect to such payments (but excluding, except as provided in the
second succeeding sentence, any tax imposed on or measured by the net income or
net profits of a Lender pursuant to the laws of the jurisdiction in which it is
organized or the jurisdiction in which the principal office or applicable
lending office of such Lender is located or any subdivision thereof or therein)
and all interest, penalties or similar liabilities with respect to such
non-

                                      -14-
<PAGE>

excluded taxes, levies, imposts, duties, fees, assessments or other charges (all
such non-excluded taxes, levies, imposts, duties, fees, assessments or other
charges being referred to collectively as "TAXES"). If any Taxes are so levied
or imposed, the Borrower agrees to pay the full amount of such Taxes, and such
additional amounts as may be necessary so that every payment of all amounts due
under this Agreement or under any Note, after withholding or deduction for or on
account of any Taxes, will not be less than the amount provided for herein or in
such Note. If any amounts are payable in respect of Taxes pursuant to the
preceding sentence, the Borrower agrees to reimburse each Lender, upon the
written request of such Lender, for taxes imposed on or measured by the net
income or net profits of such Lender pursuant to the laws of the jurisdiction in
which such Lender is organized or in which the principal office or applicable
lending office of such Lender is located or under the laws of any political
subdivision or taxing authority of any such jurisdiction in which such Lender is
organized or in which the principal office or applicable lending office of such
Lender is located and for any withholding of taxes as such Lender shall
determine are payable by, or withheld from, such Lender, in respect of such
amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence. The Borrower will furnish to the Administrative Agent
within 45 days after the date the payment of any Taxes is due pursuant to
applicable law certified copies of tax receipts evidencing such payment by the
Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and
reimburse such Lender upon its written request, for the amount of any Taxes so
levied or imposed and paid by such Lender.

            (b) Each Lender agrees to use reasonable efforts (consistent with
legal and regulatory restrictions and subject to overall policy considerations
of such Lender) to file any certificate or document or to furnish to the
Borrower any information as reasonably requested by the Borrower that may be
necessary to establish any available exemption from, or reduction in the amount
of, any Taxes; PROVIDED, HOWEVER, that nothing in this Section 4.04(b) shall
require a Lender to disclose any confidential information (including, without
limitation, its tax returns or its calculations).

            (c) If the Borrower pays any additional amount under this Section
4.04 to a Lender and such Lender determines in its sole discretion that it has
actually received or realized in connection therewith any refund or any
reduction of, or credit against, its Tax liabilities in or with respect to the
taxable year in which the additional amount is paid (a "Tax Benefit"), such
Lender shall pay to the Borrower an amount that such Lender shall, in its sole
discretion, determine is equal to the net benefit, after tax, which was obtained
by such Lender in such year as a consequence of such Tax Benefit; PROVIDED,
HOWEVER, that (i) any Lender may determine, in its sole discretion consistent
with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes
that are imposed on a Lender as a result of a disallowance or reduction
(including through the expiration of any tax credit carryover or carryback of
such Lender that otherwise would not have expired) of any Tax Benefit with
respect to which such Lender has made a payment to the Borrower pursuant to this
Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to
indemnify such Lender pursuant to this Section 4.04 without any exclusions or
defenses; (iii) nothing in this Section 4.04(c) shall require any Lender to
disclose any confidential information to the Borrower (including, without
limitation, its tax returns); and (iv) no Lender shall be required to pay any
amounts pursuant to this Section 4.04(c) at any time during which a Default or
Event of Default exists.

                                      -15-
<PAGE>

            SECTION 5. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE AND THE
INITIAL BORROWING DATE. The obligation of each Lender to make Loans on the
Initial Borrowing Date, is subject at the time of the making of such Loans to
the satisfaction or waiver of the following conditions:

            5.01 EXECUTION OF AGREEMENT; NOTES. On or prior to the Initial
Borrowing Date (i) the Effective Date shall have occurred and (ii) if requested,
there shall have been delivered to the Administrative Agent, for the account of
each of the Lenders which have requested the same, the appropriate Term Note
and/or Revolving Note executed by the Borrower, in each case in the amount,
maturity and as otherwise provided herein.

            5.02 FEES, ETC. On the Initial Borrowing Date, the Borrower shall
have paid to the Administrative Agent and the Lenders all costs, fees and
expenses (including, without limitation, reasonable legal fees and expenses)
payable to the Administrative Agent and the Lenders or payable in respect of the
Transaction to the extent then due.

            5.03 OPINIONS OF COUNSEL. (a) On the Initial Borrowing Date, the
Administrative Agent shall have received from Kramer Levin Naftalis & Frankel
LLP, special New York counsel to the Borrower and its Subsidiaries, an opinion
addressed to the Administrative Agent and each of the Lenders and dated the
Initial Borrowing Date covering the matters set forth in Exhibit D-1 which shall
(x) be in form and substance reasonably acceptable to the Administrative Agent
and (y) cover the perfection of the security interests (other than those covered
by opinions delivered pursuant to clause (b) below) granted pursuant to the
Security Documents and such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request.

            (b) On the Initial Borrowing Date, the Administrative Agent shall
have received from _______________, special maritime counsel to the Borrower and
its Subsidiaries, an opinion addressed to the Administrative Agent and each of
the Lenders and dated the Initial Borrowing Date covering the matters set forth
in Exhibit D-2 which shall (x) be in form and substance reasonably acceptable to
the Administrative Agent and (y) cover the perfection of the security interests
granted pursuant to the Vessel Mortgages and such other matters incident thereto
as the Administrative Agent may reasonably request.

            5.04 CORPORATE DOCUMENTS; PROCEEDINGS; ETC. (a) On the Effective
Date, the Administrative Agent shall have received a certificate, dated the
Effective Date, signed by the Chairman of the Board, the President, any Vice
President, the Treasurer or an authorized 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, in the form of Exhibit E, with appropriate insertions,
together with copies of the Certificate of Incorporation and By-Laws (or
equivalent organizational documents) of such Credit Party and the resolutions of
such Credit Party referred to in such certificate, and the foregoing shall be
reasonably acceptable to the Administrative Agent.

                                      -16-
<PAGE>

            (b) All corporate, limited liability company, partnership and legal
proceedings, and all material instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Documents, shall be
reasonably satisfactory in form and substance to the Administrative Agent, and
the Administrative Agent shall have received all information and copies of all
documents and papers, including records of corporate, limited liability company
and partnership proceedings, governmental approvals, good standing certificates
and bring-down telegrams or facsimiles, if any, which the Administrative Agent
reasonably may have requested in connection therewith, such documents and
papers, where appropriate, to be certified by proper corporate or governmental
authorities.

            5.05 SHAREHOLDERS' AGREEMENTS; MANAGEMENT AGREEMENTS; DEBT
AGREEMENTS; EMPLOYMENT AGREEMENTS; TAX SHARING AGREEMENTS. On the Effective
Date, there shall have been delivered to the Administrative Agent true and
correct copies of the following documents:

           (i) all agreements entered into by the Borrower or any of its
      Subsidiaries governing the terms and relative rights of their capital
      stock or membership interests and any agreements entered into by
      shareholders or members relating to any such entity with respect to its
      capital stock or membership interests (collectively, the "SHAREHOLDERS'
      AGREEMENTS");

          (ii) all agreements (other than Employment Agreements) with respect to
      the management of the Borrower or any of its Subsidiaries or any of the
      Vessels (collectively, the "MANAGEMENT AGREEMENTS");

         (iii) all agreements evidencing or relating to Indebtedness of the
      Borrower or any of its Subsidiaries which is to remain outstanding (other
      than the Credit Documents) after giving effect to the incurrence of Loans
      on the Initial Borrowing Date (collectively, the "DEBT AGREEMENTS");

          (iv) all employment agreements entered into by the Borrower or any of
      its Subsidiaries with members of management of the Borrower or any of such
      Subsidiaries (collectively, the "EMPLOYMENT AGREEMENTS");

           (v) all  service   agreements  entered  into  between  the
      Borrower and its Subsidiaries ("SERVICE AGREEMENTS"); and

          (vi) all tax sharing, tax allocation and other similar agreements
      entered into by the Borrower or any of its Subsidiaries (collectively, the
      "TAX SHARING AGREEMENTS");

all of which Shareholders' Agreements, Management Agreements, Debt Agreements,
Employment Agreements, Service Agreements and Tax Sharing Agreements shall be in
form and substance reasonably satisfactory to the Administrative Agent and shall
be in full force and effect on the Effective Date.

            5.06 CONSUMMATION OF THE TRANSACTION; ETC. (a) On or prior to the
Initial Borrowing Date, there shall have been delivered to the Administrative
Agent true and correct copies of the Recapitalization Documents, all of which
Recapitalization Documents shall be in

                                      -17-
<PAGE>

form and substance reasonably satisfactory to the Administrative Agent and in
full force and effect. The Recapitalization Documents shall not have been
amended in any way adverse to the interests of the Lenders unless such amendment
is approved by the Administrative Agent.

            (b) On or prior to the Initial Borrowing Date (i) the
Recapitalization shall have been consummated in all material respects in
accordance with the Recapitalization Documents and all applicable laws, (ii) all
material conditions precedent to the consummation of the Recapitalization
contained in the Contribution Agreements shall have been satisfied in all
material respects and not waived without the consent of the Administrative Agent
and (iii) the Administrative Agent shall be reasonably satisfied with the
corporate and capital structure of the Borrower and its Subsidiaries, after
giving effect to the Recapitalization, and the assets acquired in connection
therewith.

            (c) On or prior to the Initial Borrowing Date, the Borrower shall
have received at least $50,000,000 of aggregate net cash proceeds pursuant to an
underwritten initial public offering of its common stock registered on Form S-1
with the Securities and Exchange Commission (the "EQUITY FINANCING") and such
Equity Financing shall have been consummated in all material respects in
accordance with the Equity Financing Documents and all applicable law, all of
which Equity Financing Documents shall be in form and substance reasonably
satisfactory to the Administrative Agent, and all conditions precedent to the
consummation of the Equity Financing shall have been satisfied in all material
respects and not waived or modified without the consent of the Administrative
Agent.

            (d) On the Initial Borrowing Date, all Indebtedness to be Refinanced
shall have been repaid in full and all commitments in respect thereof shall have
been terminated and all Liens and guaranties in connection therewith shall have
been terminated (and all appropriate releases, termination statements or other
instruments of assignment with respect thereto shall have been obtained) to the
reasonable satisfaction of the Administrative Agent. The Administrative Agent
shall have received satisfactory evidence (including satisfactory pay-off
letters, UCC-3 Termination Statements and releases assignments or amendments of
vessel mortgages) that the matters set forth in the immediately preceding
sentence have been satisfied in all material respects as of the Initial
Borrowing Date.

            (e) After giving effect to the consummation of the Transaction, the
Borrower and its Subsidiaries shall have no outstanding Indebtedness except (i)
the Obligations and (ii) such other indebtedness as is permitted to remain
outstanding pursuant to Section 9.04.

            5.07 SUBSIDIARIES GUARANTY. On the Initial Borrowing Date, each
Subsidiary Guarantor shall have duly authorized, executed and delivered the
Subsidiaries Guaranty in the form of Exhibit F (as modified, supplemented or
amended from time to time, the "SUBSIDIARIES GUARANTY"), and the Subsidiaries
Guaranty shall be in full force and effect.

            5.08 PLEDGE AGREEMENTS. On the Initial Borrowing Date, each Credit
Party shall have (x) duly authorized, executed and delivered the Pledge
Agreement in the form of Exhibit G (as modified, supplemented or amended from
time to time, including the related documentation referred to below in clause
(y) of this Section 5.08, the "PLEDGE AGREEMENT") and shall have (i)


                                      -18-
<PAGE>

delivered to the Collateral Agent, as pledgee, all the Pledged Securities
referred to therein, endorsed in blank in the case of promissory notes
constituting Pledged Securities and (ii) otherwise complied with all of the
requirements set forth in the Pledge Agreement any (y) duly authorized, executed
and delivered any other related documentation necessary or advisable to perfect
the Lien on the Pledge Agreement Collateral in the respective jurisdictions of
formation of the respective Credit Parties.

            5.09 ASSIGNMENTS OF EARNINGS AND INSURANCES. On the Initial
Borrowing Date, each Credit Party shall have duly authorized, executed and
delivered an Assignment of Earnings in the form of Exhibit H-1 (as modified,
supplemented or amended from time to time, the "ASSIGNMENTS OF EARNINGS") and an
Assignment of Insurances in the form of Exhibit H-2 (as modified, supplemented
or amended from time to time, the "ASSIGNMENTS OF INSURANCES"), together
covering all of such Credit Party's present and future Earnings and Insurance
Collateral, in each case together with:

            (i) proper Financing Statements (Form UCC-1) fully executed for
      filing under the UCC or in other appropriate filing offices of each
      jurisdiction as may be necessary or, in the reasonable opinion of the
      Collateral Agent, desirable to perfect the security interests purported to
      be created by the Assignment of Earnings and the Assignment of Insurances;

            (ii) certified copies of Requests for Information or Copies (Form
      UCC-11), or equivalent reports, listing all effective financing statements
      that name any Credit Party as debtor and that are filed in the
      jurisdictions referred to in Section 5.09(i) above, together with copies
      of such other financing statements (none of which shall cover the
      Collateral except to the extent evidencing Permitted Liens or in respect
      of which the Collateral Agent shall have received Form UCC-3 Termination
      Statements (or such other termination statements as shall be required by
      local law) fully executed for filing); and

            (iii) evidence that all other actions necessary or, in the
      reasonable opinion of the Collateral Agent, desirable to perfect and
      protect the security interests purported to be created by the Assignment
      of Earnings and the Assignment of Insurances have been taken.

            5.10 MORTGAGES; CERTIFICATES OF OWNERSHIP; SEARCHES; CLASS
CERTIFICATES; APPRAISAL REPORT; INSURANCE. On the Initial Borrowing Date:

            (a) Each Credit Party which owns any Vessel listed on Schedule III
      and described as a "Mortgaged Vessel" thereon shall have duly authorized,
      executed and delivered, and caused to be recorded in the appropriate
      vessel registry, a first preferred mortgage (as modified, amended or
      supplemented from time to time in accordance with the terms thereof and
      hereof, the "VESSEL MORTGAGES"), substantially in the form of Exhibit I-1,
      I-2, I-3 or I-4, as applicable, with respect to each of such Vessels
      (each, a "MORTGAGED VESSEL") and the Vessel Mortgages shall be effective
      to create in favor of the Collateral Agent, for the benefit of the
      Lenders, a legal, valid and enforceable first priority security interest
      in and lien upon such Mortgaged Vessels, subject only to Permitted Liens.
      All filings, deliveries of instruments and other actions necessary or
      desirable in the


                                      -19-
<PAGE>

      reasonable opinion of the Collateral Agent to protect and preserve such
      security interests shall have been duly effected and the Collateral Agent
      shall have received evidence thereof in form and substance reasonably
      satisfactory to the Collateral Agent.

            (b) The Administrative Agent shall have received (x) certificates of
      ownership from appropriate authorities showing (or confirmation updating
      previously reviewed certificates and indicating) the registered ownership
      of each Mortgaged Vessel by the relevant Subsidiary Guarantor and (y) the
      results of maritime registry searches with respect to the Mortgaged
      Vessels, indicating no record liens other than Liens in favor of the
      Collateral Agent.

            (c) The Administrative Agent shall have received class certificates
      from a classification society listed on Schedule X hereto or another
      internationally recognized classification society acceptable to the
      Collateral Agent, indicating that each Mortgaged Vessel meets the criteria
      specified in Section 7.26.

            (d) The Administrative Agent shall have received appraisal reports
      of recent date in scope, form and substance, and from independent
      appraisers, reasonably satisfactory to the Administrative Agent, stating
      the then current fair market value of each of the Mortgaged Vessels, the
      results of which shall be reasonably satisfactory to the Administrative
      Agent, it being understood that the aggregate fair market value of the
      Mortgaged Vessels on the Initial Borrowing Date shall be at least
      $500,000,000.

            (e) The Administrative Agent shall have received a report, in form
      and scope reasonably satisfactory to the Administrative Agent, from a firm
      of independent marine insurance brokers reasonably acceptable to the
      Administrative Agent with respect to the insurance maintained by the
      Credit Parties in respect of the Mortgaged Vessels, together with a
      certificate from such broker certifying that such insurances (i) are
      placed with such insurance companies and/or underwriters and/or clubs, in
      such amounts, against such risks, and in such form, as are customarily
      insured against by similarly situated insureds for the protection of the
      Administrative Agent as mortgagee and (ii) conform with the insurance
      requirements of the Vessel Mortgages.

            5.11 MATERIAL ADVERSE CHANGE, ETC. (a) On the Initial Borrowing
Date, nothing shall have occurred (and the Administrative Agent shall have
become aware of no facts or conditions not previously known to it) which the
Administrative Agent shall determine is reasonably likely to have a material
adverse effect on the rights and remedies of the Lenders or the Administrative
Agent, or on the ability of the Borrower or the Borrower and its Subsidiaries,
taken as a whole (after giving effect to the Transaction), to perform its or
their Obligations, or which is reasonably likely to have a Material Adverse
Effect.

            (b) On or prior to the Initial Borrowing Date, all necessary
governmental (domestic and foreign) and third party approvals and/or consents
(including any necessary anti-trust approvals or consents) in connection with
the Recapitalization and the Transaction, the transactions contemplated by the
Documents and otherwise referred to herein or therein shall have been obtained
and remain in effect, and all applicable waiting periods shall have expired


                                      -20-
<PAGE>

without any action being taken by any competent authority which, in the
reasonable judgment of the Administrative Agent, restrains, prevents or imposes
materially adverse conditions upon the consummation of the Transaction or the
transactions contemplated by this Agreement or the other Documents.
Additionally, there shall not exist any judgment, order, injunction or other
restraint prohibiting or imposing materially adverse conditions upon the
Transaction or the other transactions contemplated by this Agreement.

            5.12 LITIGATION. On the Initial Borrowing Date, no litigation by any
entity (private or governmental) shall be pending or, to the Borrower's
knowledge, threatened with respect to the Transaction or any Credit Document, or
which the Administrative Agent shall determine is reasonably likely to have a
materially adverse effect on the Transaction or a Material Adverse Effect.

            5.13 SOLVENCY CERTIFICATE. On or before the Initial Borrowing Date,
the Borrower shall cause to be delivered to the Administrative Agent a solvency
certificate from the senior financial officer of the Borrower, in the form of
Exhibit K, which shall be addressed to the Administrative Agent and each of the
Lenders and dated the Initial Borrowing Date, setting forth the conclusion that,
after giving effect to the Transaction and the incurrence of all the financings
contemplated hereby, the Borrower individually, and the Borrower and its
Subsidiaries taken as a whole, are not insolvent and will not be rendered
insolvent by the incurrence of such indebtedness, and will not be left with
unreasonably small capital with which to engage in their respective businesses
and will not have incurred debts beyond their ability to pay such debts as they
mature.

            5.14 PRO FORMA BALANCE SHEET; FINANCIAL STATEMENTS; PROJECTIONS. On
or prior to the Effective Date, the Administrative Agent shall have received
copies of the financial statements (including the PRO FORMA financial
statements) and Projections referred to in Sections 7.05(a), (b) and (d).

            SECTION 6. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The obligation
of each Lender to make Loans (including Loans made on the Initial Borrowing
Date) is subject to the satisfaction of the following conditions:

            6.01 NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of each
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein or in any other Credit Document shall be true and correct in
all material respects both before and after giving effect to such Credit Event
with the same effect as though such representations and warranties had been made
on the date of such Credit Event (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date).

            6.02 NOTICE OF BORROWING. Prior to the making of each Loan, the
Administrative Agent shall have received the Notice of Borrowing required by
Section 1.03(a). The acceptance of the proceeds of each Credit Event shall
constitute a representation and warranty by the Borrower to the Administrative
Agent and each of the Lenders that all the conditions specified in


                                      -21-
<PAGE>

Section 5 and in this Section 6 and applicable to such Credit Event have been
satisfied as of that time. All of the Notes, certificates, legal opinions and
other documents and papers referred to in Section 5 and in this Section 6,
unless otherwise specified, shall be delivered to the Administrative Agent at
the Notice Office for the account of each of the Lenders and, except for the
Notes, in sufficient counterparts for each of the Lenders and shall be in form
and substance reasonably satisfactory to the Administrative Agent.

            SECTION 7. REPRESENTATIONS, WARRANTIES AND Agreements. In order to
induce the Lenders to enter into this Agreement and to make the Loans, the
Borrower makes the following representations, warranties and agreements, in each
case after giving effect to the Transaction as consummated on the Initial
Borrowing Date, all of which shall survive the execution and delivery of this
Agreement and the Notes and the making of the Loans, with the occurrence of each
Credit Event on or after the Initial Borrowing Date being deemed to constitute a
representation and warranty that the matters specified in this Section 7 are
true and correct in all material respects on and as of the Initial Borrowing
Date and on the date of each such Credit Event (it being understood and agreed
that any representation or warranty which by its terms is made as of a specified
date shall be required to be true and correct in all material respects only as
of such specified date):

            7.01 CORPORATE/LIMITED LIABILITY COMPANY/LIMITED PARTNERSHIP STATUS.
The Borrower and each of its Subsidiaries (i) is a duly organized and validly
existing corporation, limited liability company or limited partnership, as the
case may be, in good standing under the laws of the jurisdiction of its
incorporation or formation, (ii) has the corporate or other applicable power and
authority to own its property and assets and to transact the business in which
it is currently engaged and presently proposes to engage and (iii) is duly
qualified and is authorized to do business and is in good standing in each
jurisdiction where the conduct of its business as currently conducted requires
such qualifications, except for failures to be so qualified which, individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

            7.02 CORPORATE POWER AND AUTHORITY. Each Credit Party has the
corporate or other applicable power and authority to execute, deliver and
perform the terms and provisions of each of the Documents to which it is party
and has taken all necessary corporate or other applicable action to authorize
the execution, delivery and performance by it of each of such Documents. Each
Credit Party has duly executed and delivered each of the Documents to which it
is party, and each of such Documents constitutes the legal, valid and binding
obligation of such Credit Party enforceable against such Credit Party in
accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws generally affecting creditors'
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law).

            7.03 NO VIOLATION. Neither the execution, delivery or performance by
any Credit Party of the Documents to which it is a party, nor compliance by it
with the terms and provisions thereof, will (i) contravene any material
provision of any applicable law, statute, rule or regulation or any applicable
order, writ, injunction or decree of any court or governmental


                                      -22-
<PAGE>

instrumentality, (ii) conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
Lien (except pursuant to the Security Documents) upon any of the material
properties or assets of the Borrower or any other Credit Party pursuant to the
terms of any indenture, mortgage, deed of trust, credit agreement or loan
agreement, or any other material agreement, contract or instrument, to which the
Borrower or any of its Subsidiaries is a party or by which it or any of its
material property or assets is bound or to which it may be subject or (iii)
violate any provision of the Certificate of Incorporation or By-Laws (or
equivalent organizational documents) of the Borrower or any of its Subsidiaries.

            7.04 GOVERNMENTAL APPROVALS. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made or, in the case of any filings or
recordings in respect of the Security Documents executed on or before the
Initial Borrowing Date, will be made within 10 days of the Initial Borrowing
Date), or exemption by, any governmental or public body or authority, or any
subdivision thereof, is required to authorize, or is required in connection
with, (i) the execution, delivery and performance by any Credit Party of any
Document to which it is a party or (ii) the legality, validity, binding effect
or enforceability of any Document to which it is a party.

            7.05 FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED
LIABILITIES; PROJECTIONS; ETC. (a) The (i) consolidated balance sheets of the
Borrower and its Subsidiaries, after giving effect to the Recapitalization, for
the fiscal year ended on December 31, 2000, and the fiscal quarter ended March
31, 2001, and (ii) the related consolidated statements of income, cash flows and
shareholders' equity of the Borrower and the Acquired Businesses for the fiscal
year or quarter, as the case may be, ended on such dates, copies of which have
been furnished to the Administrative Agent prior to the Effective Date, present
fairly in all material respects the consolidated financial position of the
Borrower and the Acquired Businesses, respectively, at the dates of such balance
sheets and the consolidated results of the operations of the Borrower and the
Acquired Businesses, respectively, for the periods covered thereby. All of the
foregoing historical financial statements have been prepared in accordance with
generally accepted accounting principles consistently applied.

            (b) The PRO FORMA consolidated balance sheet of Borrower and its
Subsidiaries as of March 31, 2001, after giving effect to the Transaction, which
has been furnished to the Administrative Agent prior to the Effective Date,
presents fairly in all material respects the PRO FORMA consolidated financial
position of the Borrower and its Subsidiaries as of March 31, 2001.

            (c) Except as fully disclosed in the financial statements (including
the PRO FORMA financial statements) and the notes related thereto delivered
pursuant to Section 7.05(a) and (b), there were as of the Initial Borrowing Date
no liabilities or obligations with respect to the Borrower or any of its
Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in the
aggregate, would be materially adverse to the Borrower and its Subsidiaries
taken as a whole. As of the Initial Borrowing Date, none of the Credit Parties
knows of any basis for the assertion against it of any liability or obligation
of any nature that is not fairly disclosed (including, without limitation, as to
the amount thereof) in the financial statements and the notes related thereto
delivered pursuant to


                                      -23-
<PAGE>

Section 7.05(a) or (b) which, either individually or in the aggregate, could be
materially adverse to the Borrower and its Subsidiaries taken as a whole.

            (d) On and as of the Initial Borrowing Date, the Projections which
have been delivered to the Administrative Agent prior to the Effective Date have
been prepared on a basis consistent with the financial statements referred to in
Section 7.05(a), and are based on good faith estimates and assumptions believed
by management of the Borrower to be reasonable as of the date of such
Projections, and there are no statements or conclusions in any of the
Projections which are based upon or include information known to the Borrower to
be misleading in any material respect or which fail to take into account
material information known to the Borrower regarding the matters reported
therein. On the Initial Borrowing Date, the Borrower believes that the
Projections are reasonable and attainable, it being understood by the Lenders
that projections as to future results should not be viewed as fact and that
actual results may differ from those set forth in the Projections.

            (e) Since December 31, 2000, nothing has occurred that has had or
could reasonably be expected to have a Material Adverse Effect.

            7.06 LITIGATION. There are no actions, suits or proceedings pending
or, to the knowledge of the Borrower, threatened (i) with respect to the
Transaction or any Document or (ii) that could reasonably be expected to have a
Material Adverse Effect.

            7.07 TRUE AND COMPLETE DISCLOSURE. All factual information (taken as
a whole) furnished by or on behalf of the Borrower in writing to the
Administrative Agent or any Lender (including, without limitation, all
information contained in the Documents) for purposes of or in connection with
this Agreement, the other Credit Documents or any transaction contemplated
herein or therein is, and all other such factual information (taken as a whole)
hereafter furnished by or on behalf of the Borrower in writing to the
Administrative Agent or any Lender will be, true and accurate in all material
respects and not incomplete by omitting to state any fact necessary to make such
information (taken as a whole) not misleading in any material respect at such
time as such information was provided.

            7.08 USE OF PROCEEDS; MARGIN REGULATIONS. (a) All proceeds of the
Term Loans shall be used first to finance the Refinancing and to pay fees and
expenses incurred in connection with the Transaction and, to the extent proceeds
remain thereafter, for the Borrower's and its Subsidiaries' general corporate
and working capital purposes.

            (b) All proceeds of all Revolving Loans shall be used (i) to finance
the Refinancing, (ii) to pay fees and expenses incurred in connection with the
Transaction and (iii) for the Borrower's and its Subsidiaries' general corporate
and working capital purposes (including, without limitation, to finance
acquisitions permitted hereunder).

            (c) No part of the proceeds of any Loan will be used to purchase or
carry any Margin Stock or to extend credit for the purpose of purchasing or
carrying any Margin Stock. Neither the making of any Loan nor the use of the
proceeds thereof nor the occurrence of any


                                      -24-
<PAGE>

other Credit Event will violate or be inconsistent with the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System.

            7.09 TAX RETURNS AND PAYMENTS. The Borrower and each of its
Subsidiaries has timely filed all U.S. federal income tax returns, statements,
forms and reports for taxes and all other material U.S. and non-U.S. tax
returns, statements, forms and reports for taxes required to be filed by or with
respect to the income, properties or operations of the Borrower and/or any of
its Subsidiaries. The Returns accurately reflect in all material respects all
liability for taxes of the Borrower and its Subsidiaries as a whole for the
periods covered thereby. The Borrower and each of its Subsidiaries have at all
times paid, or have provided adequate reserves (in accordance with generally
accepted accounting principles) for the payment of, all material U.S. federal,
state and non-U.S. income taxes applicable for all taxes payable by them. There
is no action, suit, proceeding, investigation, audit, or claim now pending or,
to the knowledge of the Borrower or any of its Subsidiaries, threatened by any
authority regarding any taxes relating to the Borrower or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect. As of the Initial Borrowing Date, neither the Borrower nor any of its
Subsidiaries has entered into an agreement or waiver or been requested to enter
into an agreement or waiver extending any statute of limitations relating to the
payment or collection of taxes of the Borrower or any of its Subsidiaries, or is
aware of any circumstances that would cause the taxable years or other taxable
periods of the Borrower or any of its Subsidiaries not to be subject to the
normally applicable statute of limitations. Neither the Borrower nor any of its
Subsidiaries has incurred, or will incur, any material tax liability in
connection with the Transaction.

            7.10 COMPLIANCE WITH ERISA. (i) Schedule VII sets forth, as of the
Initial Borrowing Date, each Plan; each Plan, other than any Multiemployer Plan,
(and each related trust, insurance contract or fund) is in substantial
compliance with its terms and with all applicable laws, including without
limitation ERISA and the Code; each Plan, other than any Multiemployer Plan,
(and each related trust, if any) which is intended to be qualified under Section
401(a) of the Code has received a determination letter from the Internal Revenue
Service to the effect that it meets the requirements of Sections 401(a) and
501(a) of the Code; no Reportable Event has occurred; to the best knowledge of
the Borrower or any of its Subsidiaries or ERISA Affiliates no Plan which is a
Multiemployer Plan is insolvent or in reorganization; no Plan has an Unfunded
Current Liability in an amount material to Borrower's operation; no Plan (other
than a Multiemployer Plan) which is subject to Section 412 of the Code or
Section 302 of ERISA has an accumulated funding deficiency, within the meaning
of such sections of the Code or ERISA, or has applied for or received a waiver
of an accumulated funding deficiency or an extension of any amortization period,
within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA;
all contributions required to be made with respect to a Plan have been or will
be timely made (except as disclosed on Schedule VII); neither the Borrower nor
any of its Subsidiaries nor any ERISA Affiliate has incurred any material
liability (including any indirect, contingent or secondary liability) to or on
account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of
the Code or expects to incur any such liability under any of the foregoing
sections with respect to any Plan; no condition exists which presents a material
risk to the Borrower or any of its Subsidiaries or any ERISA Affiliate of
incurring a liability to or on account of a Plan pursuant to the foregoing
provisions of ERISA and the Code; no proceedings have been


                                      -25-
<PAGE>

instituted by the PBGC to terminate or appoint a trustee to administer any Plan
(in the case of a Multiemployer Plan, to the best knowledge of the Borrower or
any of its Subsidiaries or ERISA Affiliates) which is subject to Title IV of
ERISA; no action, suit, proceeding, hearing, audit or investigation with respect
to the administration, operation or the investment of assets of any Plan (other
than routine claims for benefits) is pending, or, to the best knowledge of the
Borrower or any of its Subsidiaries, expected or threatened which could
reasonably be expected to have a Material Adverse Effect; using actuarial
assumptions and computation methods consistent with Part 1 of subtitle E of
Title IV of ERISA, the Borrower and its Subsidiaries and ERISA Affiliates would
have no liabilities to any Plans which are Multiemployer Plans in the event of a
complete withdrawal therefrom in an amount which could reasonably be expected to
have a Material Adverse Effect; each group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered
employees or former employees of the Borrower, any of its Subsidiaries, or any
ERISA Affiliate has at all times been operated in material compliance with the
provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the
Code; no lien imposed under the Code or ERISA on the assets of the Borrower or
any of its Subsidiaries or any ERISA Affiliate exists nor has any event occurred
which could reasonably be expected to give rise to any such lien on account of
any Plan; and the Borrower and its Subsidiaries do not maintain or contribute to
any employee welfare plan (as defined in Section 3(1) of ERISA) which provides
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or any Plan the obligations with respect to which could
reasonably be expected to have a Material Adverse Effect.

            (ii) Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities. All
contributions required to be made with respect to a Foreign Pension Plan have
been or will be timely made. Neither the Borrower nor any of its Subsidiaries
has incurred any obligation in connection with the termination of or withdrawal
from any Foreign Pension Plan that could reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries
maintains or contributes to any Foreign Pension Plan the obligations with
respect to which could in the aggregate reasonably be expected to have a
Material Adverse Effect.

            7.11 THE SECURITY DOCUMENTS. Each of the Security Documents creates
in favor of the Collateral Agent for the benefit of the Secured Creditors a
legal, valid and enforceable fully perfected first priority security interest in
and Lien on all right, title and interest of the Credit Parties in the
Collateral described therein, subject to no other Liens other than Permitted
Liens. No filings or recordings are required in order to perfect the security
interests created under any Security Document except for filings or recordings
which shall have been made on or prior to the Initial Borrowing Date, in the
case of filings and recordings in respect of the Mortgaged Vessels, or on or
prior to the tenth day after the Initial Borrowing Date in the case of all other
Collateral.

            7.12 REPRESENTATIONS AND WARRANTIES IN DOCUMENTS. On the Initial
Borrowing Date, all representations and warranties made by the Borrower and its
Subsidiaries in the other


                                      -26-
<PAGE>

Documents were true and correct in all material respects at the time as of which
such representations and warranties were made (or deemed made).

            7.13 CAPITALIZATION. (a) On the Initial Borrowing Date and after
giving effect to the Transaction, the authorized capital stock of the Borrower
shall consist of _______ shares of Common Stock, $0.01 par value per share, ___
of which shall be issued and outstanding. All such outstanding shares and
membership interests have been duly and validly issued, are fully paid and
non-assessable and have been issued free of preemptive rights. Except as set
forth on Schedule IX, the Borrower has no outstanding securities convertible
into or exchangeable for its capital stock or outstanding any rights to
subscribe for or to purchase, or any options for the purchase of, or any
agreement providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock.

            7.14 SUBSIDIARIES. On the Initial Borrowing Date, the Borrower has
no Subsidiaries other than those Subsidiaries listed on Schedule VIII (which
Schedule identifies the correct legal name, direct owner, percentage ownership
and jurisdiction of organization of each such Subsidiary on the Initial
Borrowing Date).

            7.15 COMPLIANCE WITH STATUTES, ETC. The Borrower and each of its
Subsidiaries is in compliance in all material respects with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such noncompliances as could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

            7.16 INVESTMENT COMPANY ACT. Neither the Borrower, nor any of its
Subsidiaries, is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

            7.17 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower, nor
any of its Subsidiaries, is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

            7.18 POLLUTION AND OTHER REGULATIONS . (a) Each of the Borrower and
its Subsidiaries is in compliance with all applicable Environmental Laws
governing its business, except for such failures to comply as are not reasonably
likely to have a Material Adverse Effect, and neither the Borrower nor any of
its Subsidiaries is liable for any material penalties, fines or forfeitures for
failure to comply with any of the foregoing. All licenses, permits,
registrations or approvals required for the business of the Borrower and each of
its Subsidiaries, as conducted as of the Effective Date, under any Environmental
Law have been secured and the Borrower and each of its Subsidiaries is in
substantial compliance therewith, except for such failures to secure or comply
as are not reasonably likely to have a Material Adverse Effect. Neither the
Borrower nor any of its Subsidiaries is in any respect in noncompliance with,
breach of or default under any applicable writ, order, judgment, injunction, or
decree to which the Borrower or such Subsidiary is a party or which would affect
the ability of the Borrower or such Subsidiary to


                                      -27-
<PAGE>

operate any Vessel, Real Property or other facility and no event has occurred
and is continuing which, with the passage of time or the giving of notice or
both, would constitute noncompliance, breach of or default thereunder, except in
each such case, such noncompliance, breaches or defaults as are not likely to,
individually or in the aggregate, have a Material Adverse Effect. There are as
of the Effective Date no Environmental Claims pending or, to the knowledge of
the Borrower, threatened, against the Borrower or any of its Subsidiaries in
respect of which an unfavorable decision, ruling or finding would be reasonably
likely to have a Material Adverse Effect. There are no facts, circumstances,
conditions or occurrences on any Vessel, Real Property or other facility owned
or operated by the Borrower or any of its Subsidiaries that is reasonably likely
(i) to form the basis of an Environmental Claim against the Borrower, any of its
Subsidiaries or any Vessel, Real Property or other facility owned by the
Borrower or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property
or other facility to be subject to any restrictions on its ownership, occupancy,
use or transferability under any Environmental Law, except in each such case,
such Environmental Claims or restrictions that individually or in the aggregate
are not reasonably likely to have a Material Adverse Effect.

            (b) Hazardous Materials have not at any time been (i) generated,
used, treated or stored on, or transported to or from, any Vessel, Real Property
or other facility at any time owned or operated by the Borrower or any of its
Subsidiaries or (ii) released on or from any such Vessel, Real Property or other
facility, in each case where such occurrence or event, either individually or in
the aggregate, is reasonably likely to have a Material Adverse Effect.

            7.19 LABOR RELATIONS. Neither the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a Material Adverse Effect and there is (i) no unfair labor
practice complaint pending against the Borrower or any of its Subsidiaries or,
to the Borrower's knowledge, threatened against any of them before the National
Labor Relations Board, and no material grievance or arbitration proceeding
arising out of or under any collective bargaining agreement is so pending
against the Borrower or any of its Subsidiaries or, to the Borrower's knowledge,
threatened against any of them, (ii) no strike, labor dispute, slowdown or
stoppage pending against the Borrower or any of its Subsidiaries or, to the
Borrower's knowledge, threatened against the Borrower or any of its Subsidiaries
and (iii) no union representation proceeding pending with respect to the
employees of the Borrower or any of its Subsidiaries, except (with respect to
the matters specified in clauses (i), (ii) and (iii) above) as could not, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

            7.20 PATENTS, LICENSES, FRANCHISES AND FORMULAS. The Borrower and
each of its Subsidiaries owns, or has the right to use, all material patents,
trademarks, permits, service marks, trade names, copyrights, licenses,
franchises and formulas, and has obtained assignments of all leases and other
rights of whatever nature, necessary for the present conduct of its business,
without any known conflict with the rights of others, except for such failures
and conflicts which could not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

                                      -28-
<PAGE>

            7.21 INDEBTEDNESS. (a) Section A of Schedule V sets forth a true and
complete list of all Indebtedness (excluding the Obligations) of the Borrower
and its Subsidiaries as of the Initial Borrowing Date and which is to remain
outstanding after giving effect to the Transaction (the "EXISTING
INDEBTEDNESS"), in each case showing the aggregate principal amount thereof and
the name of the borrower and any other entity which directly or indirectly
guarantees such debt.

            (b) Section B of Schedule V sets forth the Indebtedness of the
Borrower and its Subsidiaries to be refinanced pursuant to the Refinancing (the
"INDEBTEDNESS TO BE REFINANCED"), showing the aggregate principal amount
thereof, the name of the respective borrower and any other entity which directly
or indirectly guaranteed such Indebtedness and the amount required to pay such
Indebtedness in full on the Initial Borrowing Date.

            7.22 TRANSACTION. At the time of the consummation thereof, the
Transaction shall have been consummated in all material respects in accordance
with the terms of the respective Documents and all applicable laws. At the time
of consummation of the Transaction, all necessary material consents and
approvals of, and filings and registrations with, and all other actions in
respect of, all governmental agencies, authorities or instrumentalities required
in order to make or consummate the Transaction will have been obtained, given,
filed or taken and are or will be in full force and effect (or effective
judicial relief with respect thereto has been obtained). All applicable waiting
periods with respect thereto have or, prior to the time when required, will
have, expired without, in all such cases, any action being taken by any
competent authority which restrains, prevents, or imposes material adverse
conditions upon the Transaction. Additionally, there does not exist any
judgment, order or injunction prohibiting or imposing material adverse
conditions upon the Transaction, or the occurrence of any Credit Event or the
performance by the Borrower or any other Credit Party of their respective
obligations under the respective Credit Documents. All actions taken by the
Borrower and the Acquired Businesses pursuant to or in furtherance of the
Transaction have been taken in all material respects in compliance with the
respective Documents and all applicable laws.

            7.23 INSURANCE. Schedule VI sets forth a true and complete listing
of all insurance maintained by each Credit Party as of the Initial Borrowing
Date, with the amounts insured (and any deductibles) set forth therein.

            7.24 CONCERNING THE VESSELS. The name, registered owner, official
number, and jurisdiction of registration and flag of each Mortgaged Vessel is
set forth on Schedule III. Except as set forth on Schedule III, each Mortgaged
Vessel is operated in material compliance with all applicable law, rules and
regulations.

            7.25 CITIZENSHIP. The Borrower and each other Credit Party which
owns or operates one or more Mortgaged Vessels is qualified to own and operate
such Mortgaged Vessels under the laws of the Republic of the Marshall Islands,
Republic of Liberia, Kingdom of Norway or Republic of Malta, as may be
applicable, or such other jurisdiction in which any such Mortgaged Vessels are
permitted to be flagged in accordance with the terms of the respective Vessel
Mortgages.

                                      -29-
<PAGE>

            7.26 VESSEL CLASSIFICATION. Each Mortgaged Vessel is classified in
the highest class available for vessels of its age and type with a
classification society listed on Schedule X hereto or another internationally
recognized classification society acceptable to the Collateral Agent, free of
any conditions or recommendations, other than as permitted under the Vessel
Mortgage related thereto.

            SECTION 8. AFFIRMATIVE COVENANTS. The Borrower hereby covenants and
agrees that on and after the Effective Date and until the Total Commitments have
terminated and the Loans and Notes, together with interest, Commitment
Commission and all other obligations incurred hereunder and thereunder, are paid
in full:

            8.01 INFORMATION COVENANTS. The Borrower will furnish to the
Administrative Agent, with sufficient copies for each of the Lenders:

            (a) QUARTERLY FINANCIAL STATEMENTS. Within 45 days after the close
      of the first three quarterly accounting periods in each fiscal year of the
      Borrower, (i) the consolidated balance sheets of the Borrower and its
      Subsidiaries as at the end of such quarterly accounting period and the
      related consolidated statements of income and cash flows, in each case for
      such quarterly accounting period and for the elapsed portion of the fiscal
      year ended with the last day of such quarterly accounting period, and in
      each case, setting forth comparative figures for the related periods in
      the prior fiscal year and the budgeted figures for such quarterly periods
      as set forth in the respective budget delivered pursuant to Section
      8.01(d), all of which shall be certified by the senior financial officer
      of the Borrower, subject to normal year-end audit adjustments and (ii)
      management's discussion and analysis of the important operational and
      financial developments during the fiscal quarter and year-to-date periods.

            (b) ANNUAL FINANCIAL STATEMENTS. Within 90 days after the close of
      each fiscal year of the Borrower, (i) the consolidated balance sheets of
      the Borrower and its Subsidiaries as at the end of such fiscal year and
      the related consolidated statements of income and retained earnings and of
      cash flows for such fiscal year setting forth comparative figures for the
      preceding fiscal year and certified by an independent certified public
      accountants of recognized national standing reasonably acceptable to the
      Administrative Agent, together with a report of such accounting firm
      stating that in the course of its regular audit of the financial
      statements of the Borrower and its Subsidiaries, which audit was conducted
      in accordance with generally accepted auditing standards, such accounting
      firm obtained no knowledge of any Default or Event of Default pursuant to
      Sections 9.07 through 9.11, inclusive, which has occurred and is
      continuing or, if in the opinion of such accounting firm such a Default or
      Event of Default has occurred and is continuing, a statement as to the
      nature thereof and (ii) management's discussion and analysis of the
      important operational and financial developments during such fiscal year.

            (c) APPRAISAL REPORTS. Together with delivery of the financial
      statements described in Section 8.01(b) for each fiscal year, and at any
      other time within 30 days of the written request of the Administrative
      Agent, appraisal reports of recent date in form and substance and from
      independent appraisers reasonably satisfactory to the Administrative


                                      -30-
<PAGE>

      Agent, stating the then current fair market value of each of the Mortgaged
      Vessels on a charter-free basis. All such appraisals shall be conducted
      by, and made at the expense of, the Borrower (it being understood that the
      Administrative Agent may, upon notice to the Borrower, obtain such
      appraisals and that the cost of all such appraisals will be for the
      account of the Borrower); PROVIDED that in no event shall the Borrower be
      required to pay for more than two appraisal reports obtained pursuant to
      this Section 8.01(c) per fiscal year of the Borrower, with the cost of any
      such reports in excess thereof to be paid by the Lenders on a PRO RATA
      basis.

            (d) BUDGETS, ETC. 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, 2002, a budget of the Borrower
      and its Subsidiaries (x) in reasonable detail for each of the twelve
      months and four fiscal quarters of such fiscal year and (y) in summary
      form for each of the four fiscal years immediately following such fiscal
      year, in each case in form reasonably satisfactory to the Administrative
      Agent, setting forth, with appropriate discussion, the principal
      assumptions upon which such budgets are based. Together with each delivery
      of financial statements pursuant to Sections 8.01(a) and (b), a comparison
      of the current year to date financial results (other than in respect of
      the balance sheets included therein) against the budgets required to be
      submitted pursuant to this clause (d) also shall be presented.

            (e) OFFICER'S CERTIFICATES. (x) At the time of the delivery of the
      financial statements provided for in Sections 8.01(a) and (b), a
      certificate of the senior financial officer of the Borrower to the effect
      that, to the best of such officer's knowledge, no Default or Event of
      Default has occurred and is continuing or, if any Default or Event of
      Default has occurred and is continuing, specifying the nature and extent
      thereof, which certificate shall, in the case of any such financial
      statements delivered in respect of a period ending on the last day of a
      fiscal quarter or year of the Borrower, set forth the calculations
      required to establish whether the Borrower was in compliance with the
      provisions of Sections 9.07 through 9.11, inclusive, at the end of such
      fiscal quarter or year, as the case may be.

            (y) At the time of the disposition of any Mortgaged Vessel, a
      certificate of a senior financial officer of the Borrower which
      certificate shall (i) certify on behalf of the Borrower the last appraisal
      received pursuant to Section 8.01(c) determining the Aggregate Mortgaged
      Vessel Value after giving effect to such disposition and (ii) set forth
      the calculations required to establish whether the Borrower is in
      compliance with the provisions of Section 9.11 after giving effect to such
      disposition.

            (f) NOTICE OF DEFAULT, LITIGATION OR EVENT OF LOSS. Promptly, and in
      any event within three Business Days after the Borrower obtains knowledge
      thereof, notice of (i) the occurrence of any event which constitutes a
      Default or Event of Default which notice shall specify the nature thereof,
      the period of existence thereof and what action the Borrower proposes to
      take with respect thereto, (ii) any litigation or governmental
      investigation or proceeding pending or threatened (x) against the Borrower
      or any of its Subsidiaries which, if adversely determined, could
      reasonably be expected to have a


                                      -31-
<PAGE>

      Material Adverse Effect or (y) with respect to the Transaction or any
      Document and (iii) any Event of Loss in respect of any Mortgaged Vessel.

            (g) OTHER REPORTS AND FILINGS. Promptly, copies of all financial
      information, proxy materials and other information and reports, if any,
      which the Borrower or any of its Subsidiaries shall file with the
      Securities and Exchange Commission (or any successor thereto) or deliver
      to holders of its Indebtedness pursuant to the terms of the documentation
      governing such Indebtedness (or any trustee, agent or other representative
      therefor).

            (h) ENVIRONMENTAL MATTERS. Promptly upon, and in any event within
      five Business Days after, the Borrower obtains knowledge thereof, written
      notice of any of the following environmental matters occurring after the
      Initial Borrowing Date, except to the extent that such environmental
      matters could not, individually or in the aggregate, be reasonably
      expected to have a Material Adverse Effect:

                 (i) any Environmental Claim pending or threatened in writing
            against the Borrower or any of its Subsidiaries or any property
            owned or operated or occupied by the Borrower or any of its
            Subsidiaries;

                (ii) any condition or occurrence on or arising from any property
            owned or operated or occupied by the Borrower or any of its
            Subsidiaries that (a) results in noncompliance by the Borrower or
            such Subsidiary with any applicable Environmental Law or (b) could
            reasonably be expected to form the basis of an Environmental Claim
            against the Borrower or any of its Subsidiaries or any such
            property;

               (iii) any condition or occurrence on any property owned or
            operated or occupied by the Borrower or any of its Subsidiaries that
            could reasonably be expected to cause such property to be subject to
            any restrictions on the ownership, occupancy, use or transferability
            by the Borrower or such Subsidiary of such property under any
            Environmental Law; and

                (iv) the taking of any removal or remedial action in response to
            the actual or alleged presence of any Hazardous Material on any
            property owned or operated or occupied by the Borrower or any of its
            Subsidiaries as required by any Environmental Law or any
            governmental or other administrative agency; PROVIDED that in any
            event the Borrower shall deliver to the Administrative Agent all
            material notices received by the Borrower or any of its Subsidiaries
            from any government or governmental agency under, or pursuant to,
            CERCLA.

      All such notices shall describe in reasonable detail the nature of the
      claim, investigation, condition, occurrence or removal or remedial action
      and the Borrower's or such Subsidiary's response thereto. In addition, the
      Borrower will provide the Administrative Agent with copies of all material
      communications with any government or governmental agency and all material
      communications with any Person relating to any


                                      -32-
<PAGE>

      Environmental Claim of which notice is required to be given pursuant to
      this Section 8.01(h), and such detailed reports of any such Environmental
      Claim as may reasonably be requested by the Administrative Agent or the
      Required Lenders.

            (i) OTHER INFORMATION. From time to time, such other information or
      documents (financial or otherwise) with respect to the Borrower or its
      Subsidiaries as the Administrative Agent or the Required Lenders may
      reasonably request in writing.

            8.02 BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries, in conformity in all material respects
with generally accepted accounting principles and all requirements of law, shall
be made of all dealings and transactions in relation to its business. The
Borrower will, and will cause each of its Subsidiaries to, permit officers and
designated representatives of the Administrative Agent and the Lenders as a
group to visit and inspect, during regular business hours and under guidance of
officers of the Borrower or any of its Subsidiaries, any of the properties of
the Borrower or its Subsidiaries, and to examine the books of account of the
Borrower or such Subsidiaries and discuss the affairs, finances and accounts of
the Borrower or such Subsidiaries with, and be advised as to the same by, its
and their officers and independent accountants, all upon reasonable advance
notice and at such reasonable times and intervals and to such reasonable extent
as the Administrative Agent or the Required Lenders may request; PROVIDED that,
unless an Event of Default exists and is continuing at such time, the
Administrative Agent and the Lenders shall not be entitled to request more than
two such visitations and/or examinations in any fiscal year of the Borrower.

            8.03 MAINTENANCE OF PROPERTY; INSURANCE. The Borrower will, and will
cause each of its Subsidiaries to, (i) keep all material property necessary in
its business in good working order and condition (ordinary wear and tear and
loss or damage by casualty or condemnation excepted), (ii) maintain insurance on
the Mortgaged Vessels in at least such amounts and against at least such risks
as are in accordance with normal industry practice for similarly situated
insureds and (iii) furnish to the Administrative Agent, at the written request
of the Administrative Agent or any Lender, a complete description of the
material terms of insurance carried. In addition to the requirements of the
immediately preceding sentence, the Borrower will at all times cause insurance
of the types described in Schedule VI to (i) be maintained (with the same scope
of coverage as that described in Schedule VI) at levels which are at least as
great as the respective amount described on Schedule VI and (ii) comply with the
insurance requirements of the Vessel Mortgages.

            8.04 CORPORATE FRANCHISES. The Borrower will, and will cause each of
its Subsidiaries, to do or cause to be done, all things necessary to preserve
and keep in full force and effect its existence and its material rights,
franchises, licenses and patents (if any) used in its business; PROVIDED,
HOWEVER, that nothing in this Section 8.04 shall prevent (i) sales or other
dispositions of assets, consolidations or mergers by or involving the Borrower
or any of its Subsidiaries which are permitted in accordance with Section 9.02,
(ii) any Subsidiary Guarantor from changing the jurisdiction of its organization
to the extent permitted by Section 9.12 or (iii) the abandonment by Borrower or
any of its Subsidiaries of any rights, franchises, licenses and patents that
could not be reasonably expected to have a Material Adverse Effect.

                                      -33-
<PAGE>

            8.05 COMPLIANCE WITH STATUTES, ETC. The Borrower will, and will
cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such non-compliances as could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

            8.06 COMPLIANCE WITH ENVIRONMENTAL LAWS. (a) The Borrower will, and
will cause each of its Subsidiaries to, comply in all material respects with all
Environmental Laws applicable to the ownership or use of any property now or
hereafter owned or operated by the Borrower or any of its Subsidiaries, will
within a reasonable time period pay or cause to be paid all costs and expenses
incurred in connection with such compliance (except to the extent being
contested in good faith), and will keep or cause to be kept all such property
free and clear of any Liens imposed pursuant to such Environmental Laws. Neither
the Borrower nor any of its Subsidiaries will generate, use, treat, store,
release or dispose of, or permit the generation, use, treatment, storage,
release or disposal of, Hazardous Materials on any property now or hereafter
owned or operated or occupied by the Borrower or any of its Subsidiaries, or
transport or permit the transportation of Hazardous Materials to or from any
ports or property except in material compliance with all applicable
Environmental Laws and as reasonably required by the trade in connection with
the operation, use and maintenance of any such property or otherwise in
connection with their businesses.

            (b) At the written request of the Administrative Agent or the
Required Lenders, which request shall specify in reasonable detail the basis
therefor, at any time and from time to time, the Borrower will provide, at the
Borrower's sole cost and expense, an environmental assessment of any Vessel by
such Vessel's classification society (to the extent such classification society
is listed on Schedule X hereto) or another internationally recognized
classification society acceptable to the Administrative Agent. If said
classification society, in its assessment, indicates that such Vessel is not in
compliance with the Environmental Laws, said society shall set forth potential
costs of the remediation of such non-compliance; PROVIDED that such request may
be made only if (i) there has occurred and is continuing an Event of Default,
(ii) the Administrative Agent or the Required Lenders reasonably and in good
faith believe that the Borrower, any of its Subsidiaries or any such Vessel is
not in compliance with Environmental Law and such non-compliance could
reasonably be expected to have a Material Adverse Effect, or (iii) circumstances
exist that reasonably could be expected to form the basis of a material
Environmental Claim against the Borrower or any of its Subsidiaries or any such
Vessel. If the Borrower fails to provide the same within 90 days after such
request was made, the Administrative Agent may order the same, and the Borrower
shall grant and hereby grants to the Administrative Agent and the Lenders and
their agents access to such Vessel and specifically grants the Administrative
Agent and the Lenders an irrevocable non-exclusive license, subject to the
rights of tenants, to undertake such an assessment, all at the Borrower's
expense.

            8.07 ERISA. As soon as reasonably possible and, in any event, within
ten (10) days after the Borrower or any of its Subsidiaries or any ERISA
Affiliate knows or has reason to know of the occurrence of any of the following,
the Borrower will deliver to the Administrative Agent, with sufficient copies
for each of the Lenders, a certificate of the senior financial officer of the
Borrower setting forth the full details as to such occurrence and the action, if
any, that the


                                      -34-
<PAGE>

Borrower, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given to
or filed with or by the Borrower, the Subsidiary, the ERISA Affiliate, the PBGC,
a Plan participant or the Plan administrator with respect thereto: that a
Reportable Event has occurred (except to the extent that the Borrower has
previously delivered to the Administrative Agent a certificate and notices (if
any) concerning such event pursuant to the next clause hereof); that a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA is subject to the advance reporting requirement of
PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof),
and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC
Regulation Section 4043 is reasonably expected to occur with respect to such
Plan within the following 30 days; that an accumulated funding deficiency,
within the meaning of Section 412 of the Code or Section 302 of ERISA, has been
incurred or an application may be or has been made for a waiver or modification
of the minimum funding standard (including any required installment payments) or
an extension of any amortization period under Section 412 of the Code or Section
303 or 304 of ERISA with respect to a Plan; that any contribution required to be
made with respect to a Plan or Foreign Pension Plan has not been timely made and
such failure could result in a material liability for the Borrower or any of its
Subsidiaries; that a Plan has been or may be reasonably expected to be
terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA with a material amount of unfunded benefit liabilities; that a Plan (in
the case of a Multiemployer Plan, to the best knowledge of the Borrower or any
of its Subsidiaries or ERISA Affiliates) has a material Unfunded Current
Liability; that proceedings may be reasonably expected to be or have been
instituted by the PBGC to terminate or appoint a trustee to administer a Plan
which is subject to Title IV of ERISA; that a proceeding has been instituted
pursuant to Section 515 of ERISA to collect a material delinquent contribution
to a Plan; that the Borrower, any of its Subsidiaries or any ERISA Affiliate
will or may reasonably expect to incur any material liability (including any
indirect, contingent, or secondary liability) to or on account of the
termination of or withdrawal from a Plan under Section 4062, 4063, 4064, 4069,
4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 401(a)(29),
4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA or
with respect to a group health plan (as defined in Section 607(1) of ERISA or
Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that the
Borrower, or any of its Subsidiaries may incur any material liability pursuant
to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan. Upon
request, the Borrower will deliver to the Administrative Agent with sufficient
copies to the Lenders (i) a complete copy of the annual report (on Internal
Revenue Service Form 5500-series) of each Plan (including, to the extent
required, the related financial and actuarial statements and opinions and other
supporting statements, certifications, schedules and information) required to be
filed with the Internal Revenue Service and (ii) copies of any records,
documents or other information that must be furnished to the PBGC with respect
to any Plan pursuant to Section 4010 of ERISA. In addition to any certificates
or notices delivered to the Lenders pursuant to the first sentence hereof,
copies of annual reports and any records, documents or other information
required to be furnished to the PBGC, and any notices received by the Borrower,
any of its Subsidiaries or any ERISA Affiliate with respect to any Plan or
Foreign Pension Plan with respect to any circumstances or event that could
reasonably be expected to result in a material liability shall be


                                      -35-
<PAGE>

delivered to the Lenders no later than ten (10) days after the date such annual
report has been filed with the Internal Revenue Service or such records,
documents and/or information has been furnished to the PBGC or such notice has
been received by the Borrower, such Subsidiary or such ERISA Affiliate, as
applicable.

            8.08 END OF FISCAL YEARS; FISCAL QUARTERS. The Borrower shall cause
(i) each of its, and each of its Subsidiaries', fiscal years to end on December
31 of each year and (ii) each of its and its Subsidiaries' fiscal quarters to
end on March 31, June 30, September 30 and December 31 of each year.

            8.09 PERFORMANCE OF OBLIGATIONS. The Borrower will, and will cause
each of its Subsidiaries to, perform all of its obligations under the terms of
each mortgage, indenture, security agreement and other debt instrument by which
it is bound, except such non-performances as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

            8.10 PAYMENT OF TAXES. The Borrower will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all material taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, prior to the date on
which penalties attach thereto, and all lawful claims for sums that have become
due and payable which, if unpaid, might become a Lien not otherwise permitted
under Section 9.01(i), PROVIDED that neither the Borrower nor any of its
Subsidiaries shall be required to pay any such tax, assessment, charge, levy or
claim which is being contested in good faith and by proper proceedings if it has
maintained adequate reserves with respect thereto in accordance with generally
accepted accounting principles.

            8.11 FURTHER ASSURANCES. (a) The Borrower, and each other Credit
Party, agrees that at any time and from time to time, at the expense of the
Borrower or such other Credit Party, it will promptly execute and deliver all
further instruments and documents, and take all further action that may be
reasonably necessary, or that the Administrative Agent may reasonably require,
to perfect and protect any Lien granted or purported to be granted hereby or by
the other Credit Documents, or to enable the Collateral Agent to exercise and
enforce its rights and remedies with respect to any Collateral. Without limiting
the generality of the foregoing, the Borrower will execute and file, or cause to
be filed, such financing or continuation statements under the UCC (or any
non-U.S. equivalent thereto), or amendments thereto, such amendments or
supplements to the Vessel Mortgages, and such other instruments or notices, as
may be reasonably necessary, or that the Administrative Agent may reasonably
require, to protect and preserve the Liens granted or purported to be granted
hereby and by the other Credit Documents.

            (b) The Borrower hereby authorizes the Collateral Agent to file one
or more financing or continuation statements under the UCC (or any non-U.S.
equivalent thereto), and amendments thereto, relative to all or any part of the
Collateral without the signature of the Borrower, where permitted by law. The
Collateral Agent will promptly send the Borrower a copy of any financing or
continuation statements which it may file without the signature of the Borrower
and the filing or recordation information with respect thereto.

                                      -36-
<PAGE>

            8.12 INTEREST RATE PROTECTION. The Borrower shall, within 60 days
following the Initial Borrowing Date, enter into and thereafter maintain for a
period of three years following the Initial Borrowing Date, Interest Rate
Protection Agreements with one or more Lenders or their affiliates reasonably
acceptable to the Administrative Agent establishing a fixed or maximum interest
rate acceptable to the Administrative Agent for an aggregate amount of at least
50% of the Term Loans outstanding from time to time.

            8.13 DEPOSIT OF EARNINGS. Each Credit Party shall cause the earnings
derived from each of the respective Mortgaged Vessels, to the extent
constituting Earnings and Insurance Collateral, to be deposited by the
respective account debtor in respect of such earnings into one or more of the
Concentration Accounts. Without limiting any Credit Party's obligations in
respect of this Section 8.13, each Credit Party agrees that, in the event it
receives any earnings constituting Earnings and Insurance Collateral, or any
such earnings are deposited other than in one of the Concentration Accounts, it
shall promptly deposit all such proceeds into one of the Concentration Accounts.

            SECTION 9. NEGATIVE COVENANTS. The Borrower hereby covenants and
agrees that on and after the Effective Date and until the Total Commitments have
terminated and the Loans and Notes, together with interest, Commitment
Commission and all other Obligations incurred hereunder and thereunder, are paid
in full:

            9.01 LIENS. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any Collateral, whether now owned or hereafter acquired, or sell any
such Collateral subject to an understanding or agreement, contingent or
otherwise, to repurchase such Collateral (including sales of accounts receivable
with recourse to the Borrower or any of its Subsidiaries), or assign any right
to receive income or permit the filing of any financing statement under the UCC
or any other similar notice of Lien under any similar recording or notice
statute; PROVIDED that the provisions of this Section 9.01 shall not prevent the
creation, incurrence, assumption or existence of the following (Liens described
below are herein referred to as "PERMITTED LIENS"):

           (i) inchoate Liens for taxes, assessments or governmental charges or
      levies not yet due and payable or Liens for taxes, assessments or
      governmental charges or levies being contested in good faith and by
      appropriate proceedings for which adequate reserves have been established
      in accordance with generally accepted accounting principles;

          (ii) Liens imposed by law, which were incurred in the ordinary course
      of business and do not secure Indebtedness for borrowed money, such as
      carriers', warehousemen's, materialmen's and mechanics' liens and other
      similar Liens arising in the ordinary course of business, and (x) which do
      not in the aggregate materially detract from the value of the Collateral
      and do not materially impair the use thereof in the operation of the
      business of the Borrower or such Subsidiary or (y) which are being
      contested in good faith by appropriate proceedings, which proceedings (or
      orders entered in connection with such proceedings) have the effect of
      preventing the forfeiture or sale of the Collateral subject to any such
      Lien;

                                      -37-
<PAGE>

         (iii) Liens in existence on the Effective Date which are listed, and
      the property subject thereto described, in Schedule IV, without giving
      effect to any renewals or extensions of such Liens, PROVIDED that the
      aggregate principal amount of the Indebtedness, if any, secured by such
      Liens does not increase from that amount outstanding on the Effective
      Date, less any repayments of principal thereof;

          (iv) Permitted Encumbrances;

           (v) Liens created pursuant to the Security Documents;

          (vi) Liens arising out of judgments, awards, decrees or attachments
      with respect to which the Borrower or any of its Subsidiaries shall in
      good faith be prosecuting an appeal or proceedings for review, PROVIDED
      that the aggregate amount of all such judgments, awards, decrees or
      attachments shall not constitute an Event of Default under Section 10.09;

         (vii) Liens (other than any Lien imposed by ERISA) incurred or deposits
      made in the ordinary course of business in connection with workers'
      compensation, unemployment insurance and other types of social security,
      Liens to secure the performance of tenders, statutory obligations (other
      than excise taxes), surety, stay, customs and appeal bonds, statutory
      bonds, bids, leases, government contracts, trade contracts, performance
      and return of money bonds and other similar obligations in each case
      incurred in the ordinary course of business (exclusive of obligations for
      the payment of borrowed money) and Liens arising by virtue of deposits
      made in the ordinary course of business to secure liability for premiums
      to insurance carriers; PROVIDED that the aggregate value of all cash and
      property at any time encumbered pursuant to this clause (vii) shall not
      exceed $5,000,000; and

        (viii) Liens in respect of current seamen's wages and other current
      maritime Liens arising in the ordinary course of business and not yet
      required to be removed or discharged under the terms of the respective
      Vessel Mortgages.

In connection with the granting of Liens described above in this Section 9.01 by
the Borrower or any of its Subsidiaries, the Administrative Agent and the
Collateral Agent shall be authorized to take any actions deemed appropriate by
it in connection therewith (including, without limitation, by executing
appropriate lien subordination agreements in favor of the holder or holders of
such Liens, in respect of the item or items of equipment or other assets subject
to such Liens).

            9.02 CONSOLIDATION, MERGER, SALE OF ASSETS, ETC. The Borrower will
not, and will not permit any Subsidiary Guarantor to, wind up, liquidate or
dissolve its affairs or enter into any transaction of merger or consolidation,
or convey, sell, lease or otherwise dispose of (or agree to do any of the
foregoing at any future time) all or substantially all of its assets or any of
the Collateral, or enter into any sale-leaseback transactions involving any of
the Collateral (or agree to do so at any future time), except that:

           (i) the Borrower and each of its Subsidiaries may sell, lease or
      otherwise dispose of any Mortgaged Vessels, PROVIDED that (w) such sale is
      made at fair market value (as


                                      -38-
<PAGE>

      determined in accordance with the appraisal report most recently delivered
      to the Administrative Agent (or obtained by the Administrative Agent)
      pursuant to Section 8.01(c) or delivered at the time of such sale to the
      Administrative Agent by the Borrower), (x) 100% of the consideration in
      respect of such sale shall consist of cash or Cash Equivalents received by
      the Borrower, or the respective Subsidiary Guarantor which owned such
      Mortgaged Vessel, on the date of consummation of such sale, (y) the Net
      Cash Proceeds of such sale or other disposition shall be applied as
      required by Sections 4.02(a) (if applicable) (after giving effect to any
      required reduction in the Total Revolving Loan Commitment pursuant to
      Section 3.03(d)) and 4.02(c) to repay outstanding Revolving Loans and Term
      Loans, and (z) the Borrower shall have delivered to the Administrative
      Agent an officer's certificate, certified by the senior financial officer
      of the Borrower, demonstrating pro forma compliance (giving effect to such
      Collateral Disposition and, in the case of calculations involving the
      appraised value of Mortgaged Vessels, using valuations consistent with the
      appraisal report most recently delivered to the Administrative Agent (or
      obtained by the Administrative Agent) pursuant to Section 8.01(c)) with
      each of the covenants set forth in Sections 9.07 through 9.11, inclusive,
      for the most recently ended Test Period (or at the time of such sale, as
      applicable) and projected compliance with such covenants for the one year
      period following such Collateral Disposition, in each case setting forth
      the calculations required to make such determination in reasonable detail;

          (ii) the Borrower and its Subsidiaries may sell or discount, in each
      case without recourse and in the ordinary course of business, overdue
      accounts receivable arising in the ordinary course of business, but only
      in connection with the compromise or collection thereof consistent with
      customary industry practice (and not as part of any bulk sale); and

         (iii) the Borrower or any Subsidiary Guarantor may transfer assets or
      lease to or acquire or lease assets from the Borrower or any other
      Subsidiary Guarantor, or any Subsidiary Guarantor may be merged into any
      other Subsidiary Guarantor or the Borrower (as long as the Borrower is the
      surviving corporation), in each case so long as all actions necessary or
      desirable to preserve, protect and maintain the security interest and Lien
      of the Collateral Agent in any Collateral held by any Person involved in
      any such transaction are taken to the satisfaction of the Collateral
      Agent.

To the extent the Required Lenders waive the provisions of this Section 9.02
with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 9.02, such Collateral (unless sold to the Borrower or
a Subsidiary of the Borrower) shall be sold free and clear of the Liens created
by the Security Documents, and the Administrative Agent and Collateral Agent
shall be authorized to take any actions deemed appropriate in order to effect
the foregoing.

            9.03 DIVIDENDS. The Borrower shall not, and shall not permit any of
its Subsidiaries to, authorize, declare or pay any Dividends with respect to the
Borrower or any of its Subsidiaries, except that:

           (i) any Subsidiary of the Borrower (x) may pay Dividends to the
      Borrower or any Subsidiary Guarantor which is a Wholly-Owned Subsidiary
      and (y) if the respective


                                      -39-
<PAGE>

      Subsidiary is not a Wholly-Owned Subsidiary of the Borrower, such
      Subsidiary may pay cash dividends to its shareholders generally so long as
      the Borrower and/or its respective Subsidiaries which own equity interests
      in the Subsidiary paying such Dividends receive at least their
      proportionate share thereof (based upon their relative holdings of the
      equity interests in the Subsidiary paying such Dividends and taking into
      account the relative preferences, if any, of the various classes of equity
      interests of such Subsidiary);

          (ii) so long as there shall exist no Default or Event of Default (both
      before and after giving effect to the payment thereof), the Borrower may
      repurchase its outstanding equity interests (or options to purchase such
      equity) theretofore held by the respective employees, officers or
      directors following the death, disability, retirement or termination of
      employment of employees, officers or directors of the Borrower or any of
      its Subsidiaries, PROVIDED that the aggregate amount expended to so
      repurchase equity of the Borrower shall not exceed $1,000,000 in any
      fiscal year of the Borrower; and

         (iii) the Transaction shall be permitted.

            9.04 INDEBTEDNESS. The Borrower will not, and will not permit any of
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness (other than Indebtedness incurred pursuant to this Agreement and
the other Credit Documents and Indebtedness pursuant to the $165 Million
Facility) which would cause any Default or Event of Default, either on a pro
forma basis for the most recently ended Test Period (or at the time of such
incurrence, as applicable), or on a projected basis for the one year period
following such incurrence, with each of the covenants set forth in Sections 9.07
through 9.11, inclusive; PROVIDED that, in the event any Indebtedness to be
incurred by the Borrower or any of its Subsidiaries in a single issuance or
transaction or series of related issuances or transactions will exceed
$10,000,000, the Borrower shall have delivered to the Administrative Agent an
officer's certificate, certified by the senior financial officer of the
Borrower, demonstrating compliance with the preceding provisions of this Section
9.04 and setting forth the calculations required to make such determination in
reasonable detail. Notwithstanding anything to the contrary set forth above in
this Section 9.04, no Subsidiary Guarantor shall incur any Indebtedness for
borrowed money (including contingent liabilities in respect thereof), except for
Indebtedness incurred pursuant to this Agreement and the other Credit Documents
and intercompany Indebtedness permitted pursuant to Section 9.05(iii).

            9.05 ADVANCES, INVESTMENTS AND LOANS. The Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly, lend money
or credit or make advances to any Person, or purchase or acquire any Margin
Stock, or make any capital contribution to any other Person (each of the
foregoing an "INVESTMENT" and, collectively, "INVESTMENTS") except that the
following shall be permitted:

           (i) the  Borrower  and its  Subsidiaries  may  acquire and
      hold accounts receivable owing to any of them;

          (ii) so long as no Event of Default exists or would result therefrom,
      the Borrower and its Subsidiaries may make loans and advances in the
      ordinary course of business to its


                                      -40-
<PAGE>

      employees so long as the aggregate principal amount thereof at any time
      outstanding which are made on or after the Effective Date (determined
      without regard to any write-downs or write-offs of such loans and
      advances) shall not exceed $2,000,000;

         (iii) the Subsidiary Guarantors may make intercompany loans and
      advances to the Borrower and between or among one another, and
      Subsidiaries of the Borrower other than the Subsidiary Guarantors may make
      intercompany loans and advances to the Borrower or any other Subsidiary of
      the Borrower, in each case so long as all such Indebtedness of any Credit
      Party shall be expressly subordinated to the payment of the Obligations;

          (iv) the Borrower and its Subsidiaries may sell or transfer assets
      to the extent permitted by Section 9.02;

           (v) the Borrower may make Investments in the Subsidiary Guarantors
      and, so long as no Event of Default exists and is continuing, the Borrower
      may make Investments in its other Wholly-Owned Subsidiaries so long as
      management of the Borrower in good faith believe that, after giving effect
      to such Investment, the Borrower shall be able to meet its payment
      obligations in respect of this Agreement; and

          (vi) Investments existing on the Effective Date and described on
      Schedule XI, without giving effect to any additions thereto or replacement
      thereof.

            9.06 TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any transaction or series of
related transactions, whether or not in the ordinary course of business, with
any Affiliate of such Person, other than in the ordinary course of business and
on terms and conditions no less favorable to such Person as would be obtained by
such Person at that time in a comparable arm's-length transaction with a Person
other than an Affiliate, except that:

           (i) Dividends may be paid to the extent provided in Section 9.03;

          (ii) loans and Investments may be made and other transactions may be
      entered into between the Borrower and its Subsidiaries to the extent
      permitted by Sections 9.04 and 9.05;

         (iii) the Transaction shall be permitted;

          (iv) the Borrower may pay customary director's fees;

           (v) the Borrower and its Subsidiaries may enter into employment
      agreements or arrangements with their respective officers and employees in
      the ordinary course of business; and

          (vi) the Borrower and its Subsidiaries may pay management fees to
      Wholly-Owned Subsidiaries of the Borrower in the ordinary course of
      bussiness.

                                      -41-
<PAGE>

             9.07 CONSOLIDATED INTEREST COVERAGE RATIO. The Borrower will not
permit the Consolidated Interest Coverage Ratio for any Test Period, in each
case taken as one accounting period, ended on the last day of any fiscal quarter
of the Borrower to be less than 2.50:1.00.

            9.08 MINIMUM CONSOLIDATED WORKING CAPITAL RATIO. The Borrower will
not permit its Consolidated Working Capital Ratio on the last day of any fiscal
quarter of the Borrower to be less than 1.50:1.00.

            9.09 MAXIMUM LEVERAGE RATIO. The Borrower will not permit the
Leverage Ratio on the last day of any fiscal quarter of the Borrower to be
greater than 0.60:1.00.

            9.10 MINIMUM CONSOLIDATED NET WORTH. The Borrower will not permit
its Consolidated Net Worth at any time to be less than the Applicable Minimum
Net Worth Amount at such time.

            9.11 COLLATERAL MAINTENANCE. The Borrower will not permit the sum of
the fair market value of all Mortgaged Vessels, on a charter-free basis, at any
time (such value, the "AGGREGATE MORTGAGED VESSEL VALUE"), as determined by the
most recent appraisal delivered by the Borrower to the Administrative Agent (or
obtained by the Administrative Agent) in accordance with the terms of this
Agreement, to equal less than 130% of the aggregate principal amount of
outstanding Term Loans plus the Total Revolving Loan Commitment at such time;
PROVIDED that, so long as any default in respect of this Section 9.11 is not
caused by any voluntary Collateral Disposition, such default shall not
constitute an Event of Default so long as within 60 days of the occurrence of
such default, the Borrower shall either (i) post additional collateral
satisfactory to the Required Lenders, pursuant to security documentation
reasonably satisfactory in form and substance to the Collateral Agent,
sufficient to cure such default (and shall at all times during such period and
prior to satisfactory completion thereof, be diligently carrying out such
actions) or (ii) make such repayments of Term Loans and/or reductions to the
Total Revolving Loan Commitment (and any required repayments of Revolving Loans
resulting therefrom) in an amount sufficient to cure such default (it being
understood that any action taken in respect of this proviso shall only be
effective to cure such default pursuant to this Section 9.11 to the extent that
no Default or Event of Default exists hereunder immediately after giving effect
thereto).

            9.12 LIMITATION ON MODIFICATIONS OF CERTIFICATE OF INCORPORATION,
BY-LAWS AND CERTAIN OTHER AGREEMENTS; ETC. (i) The Borrower will not, and will
not permit any of its Subsidiaries to, amend or modify, or permit the amendment
or modification of the Contribution Agreements or any other Recapitalization
Document or any Equity Financing Document except for amendments or modifications
which are not in any way materially adverse to the interests of the Lenders and
(ii) the Borrower will not, and will not permit any Subsidiary Guarantor to
amend, modify or change its Certificate of Incorporation, Certificate of
Formation (including, without limitation, by the filing or modification of any
certificate of designation), By-Laws, limited liability company agreement,
partnership agreement (or equivalent organizational documents) or any agreement
entered into by it with respect to its capital stock or membership interests (or
equivalent equity interests) (including any Shareholders' Agreement), or enter
into any new agreement with respect to its capital stock or membership interests
(or equivalent


                                      -42-
<PAGE>

interests), other than any amendments, modifications or changes or any such new
agreements which are not in any way materially adverse to the interests of the
Lenders. Notwithstanding the foregoing provisions of this Section 9.12, upon not
less than 30 days prior written notice to the Administrative Agent and so long
as no Default or Event of Default exists and is continuing, any Subsidiary
Guarantor may change its jurisdiction of organization to another jurisdiction
reasonably satisfactory to the Administrative Agent, PROVIDED that such
Subsidiary Guarantor shall promptly take all actions reasonably deemed necessary
by the Collateral Agent to preserve, protect and maintain, without interruption,
the security interest and Lien of the Collateral Agent in any Collateral owned
by such Subsidiary Guarantor to the satisfaction of the Collateral Agent, and
such Subsidiary Guarantor shall have provided to the Administrative Agent and
the Lenders such opinions of counsel as may be reasonably requested by the
Administrative Agent to assure itself that the conditions of this proviso have
been satisfied.

            9.13 LIMITATION ON CERTAIN RESTRICTIONS ON Subsidiaries. The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any Subsidiary
of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of
the Borrower, (b) make loans or advances to the Borrower or any of the
Borrower's Subsidiaries or (c) transfer any of its properties or assets to the
Borrower or any of the Borrower's Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents, (iii) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the
Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting
assignment of any agreement entered into by the Borrower or a Subsidiary of the
Borrower in the ordinary course of business, (v) any holder of a Permitted Lien
may restrict the transfer of the asset or assets subject thereto and (vi)
restrictions which are not more restrictive than those contained in this
Agreement contained in any documents governing any Indebtedness incurred after
the Effective Date in accordance with the provisions of this Agreement.

            9.14 LIMITATION ON ISSUANCE OF CAPITAL STOCK. (a) The Borrower will
not issue, and will not permit any Subsidiary other than a Subsidiary Guarantor
to issue any preferred stock (or equivalent equity interests) other than
Qualified Preferred Stock.

            (b) The Borrower will not permit any Subsidiary Guarantor to issue
any capital stock (including by way of sales of treasury stock) or any options
or warrants to purchase, or securities convertible into, capital stock, except
(i) for transfers and replacements of then outstanding shares of capital stock,
(ii) for stock splits, stock dividends and additional issuances which do not
decrease the percentage ownership of the Borrower or any of its Subsidiaries in
any class of the capital stock of such Subsidiary and (iii) in the case of
Foreign Subsidiaries of the Borrower, to qualify directors to the extent
required by applicable law. All capital stock of any Subsidiary Guarantor issued
in accordance with this Section 9.14(b) shall be delivered to the Collateral
Agent pursuant to the Pledge Agreement.

                                      -43-
<PAGE>

            9.15 BUSINESS. The Borrower and its Subsidiaries will not engage in
any business other than the businesses in which they are engaged in as of the
Effective Date and activities directly related thereto, and similar or related
businesses.

            SECTION 10. EVENTS OF DEFAULT. Upon the occurrence of any of the
following specified events (each an "EVENT OF DEFAULT"):

            10.01 PAYMENTS. The Borrower shall (i) default in the payment when
due of any principal of any Loan or any Note or (ii) default, and such default
shall continue unremedied for three or more Business Days, in the payment when
due of any interest on any Loan or Note, or any Commitment Commission or any
other amounts owing hereunder or thereunder; or

            10.02 REPRESENTATIONS, ETC. Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any certificate delivered pursuant hereto or thereto shall prove to be untrue in
any material respect on the date as of which made or deemed made; or

            10.03 COVENANTS. Any Credit Party shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(f)(i), 8.08 or Section 9 or (ii) default in the due performance or
observance by it of any other term, covenant or agreement contained in this
Agreement and, in the case of this clause (ii), such default shall continue
unremedied for a period of 30 days after written notice to the Borrower by the
Administrative Agent or any of the Lenders; or

            10.04 DEFAULT UNDER OTHER AGREEMENTS. (i) The Borrower or any of its
Subsidiaries shall default in any payment of any Indebtedness (other than the
Obligations) beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created or (ii) the Borrower or any
of its Subsidiaries shall default in the observance or performance of any
agreement or condition relating to any Indebtedness (other than the Obligations)
or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause (determined without regard to whether any notice is required),
any such Indebtedness to become due prior to its stated maturity or (iii) any
Indebtedness (other than the Obligations) of the Borrower or any of its
Subsidiaries shall be declared to be due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof, PROVIDED that it shall not be a Default or Event of Default
under this Section 10.04 unless the aggregate principal amount of all
Indebtedness as described in preceding clauses (i) through (iii), inclusive,
exceeds $10,000,000; or

            10.05 BANKRUPTCY, ETC. (a) The Borrower or any of its Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "Bankruptcy," as now or hereafter in effect, or any
successor thereto (the "BANKRUPTCY CODE"); or an involuntary case is commenced
against the Borrower or any of its Subsidiaries and the petition is not
controverted within 20 days after service of summons, or is not dismissed within
60 days,


                                      -44-
<PAGE>

after commencement of the case; or a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the
property of the Borrower or any of its Subsidiaries or the Borrower or any of
its Subsidiaries commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Borrower or any of its Subsidiaries or there is commenced
against the Borrower or any of its Subsidiaries any such proceeding which
remains undismissed for a period of 60 days, or the Borrower or any of its
Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or the Borrower or
any of its Subsidiaries suffers any appointment of any custodian or the like for
it or any substantial part of its property to continue undischarged or unstayed
for a period of 60 days; or the Borrower or any of its Subsidiaries makes a
general assignment for the benefit of creditors; or any corporate action is
taken by the Borrower or any of its Subsidiaries for the purpose of effecting
any of the foregoing; or

            10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
 .67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is reasonably likely to have a
trustee appointed to administer such Plan, any Plan which is subject to Title IV
of ERISA is, shall have been or is reasonably likely to be terminated or to be
the subject of termination proceedings under ERISA, any Plan shall have an
Unfunded Current Liability, a contribution required to be made with respect to a
Plan or a Foreign Pension Plan is not timely made, the Borrower or any of its
Subsidiaries or any ERISA Affiliate has incurred or events have happened, or
reasonably expected to happen, that will cause it to incur any liability to or
on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the
Code or on account of a group health plan (as defined in Section 607(1) of ERISA
or Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or the
Borrower, or any of its Subsidiaries, has incurred or is reasonably likely to
incur liabilities pursuant to one or more employee welfare benefit plans (as
defined in Section 3(1) of ERISA) that provide benefits to retired employees or
other former employees (other than as required by Section 601 of ERISA) or Plans
or Foreign Pension Plans; (b) there shall result from any such event or events
the imposition of a lien, the granting of a security interest, or a liability or
a material risk of incurring a liability; and (c) such lien, security interest
or liability, individually, and/or in the aggregate, in the reasonable opinion
of the Required Lenders, has had, or could reasonably be expected to have, a
Material Adverse Effect; or

            10.07 SECURITY DOCUMENTS. At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect, or shall cease in any material respect to give the Collateral Agent
for the benefit of the Secured Creditors the Liens,


                                      -45-
<PAGE>

rights, powers and privileges purported to be created thereby (including,
without limitation, a perfected security interest in, and Lien on, all of the
Collateral), in favor of the Collateral Agent, superior to and prior to the
rights of all third Persons (except in connection with Permitted Liens), and
subject to no other Liens (except Permitted Liens), or any Credit Party shall
default in the due performance or observance of any term, covenant or agreement
on its part to be performed or observed pursuant to any of the Security
Documents and such default shall continue beyond any grace period (if any)
specifically applicable thereto pursuant to the terms of such Security Document,
or any "event of default" (as defined in any Vessel Mortgage) shall occur in
respect of any Vessel Mortgage; or

            10.08 SUBSIDIARIES GUARANTY. After the execution and delivery
thereof, the Subsidiaries Guaranty, or any provision thereof, shall cease to be
in full force or effect as to the relevant Subsidiary Guarantor (unless such
Subsidiary Guarantor is no longer a Subsidiary by virtue of a liquidation, sale,
merger or consolidation permitted by Section 9.02) or any Subsidiary Guarantor
(or Person acting by or on behalf of such Subsidiary Guarantor) shall deny or
disaffirm such Subsidiary Guarantor's obligations under the Subsidiaries
Guaranty, or any Subsidiary Guarantor shall default in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed pursuant to the Subsidiaries Guaranty beyond any grace period (if any)
provided therefor; or

            10.09 JUDGMENTS. One or more judgments or decrees shall be entered
against the Borrower or any of its Subsidiaries involving in the aggregate for
the Borrower and its Subsidiaries a liability (not paid or fully covered by a
reputable and solvent insurance company) and such judgments and decrees either
shall be final and non-appealable or shall not be vacated, discharged or stayed
or bonded pending appeal for any period of 60 consecutive days, and the
aggregate amount of all such judgments, to the extent not covered by insurance,
exceeds $10,000,000; or

            10.10 CHANGE OF CONTROL. A Change of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Lenders, shall by written notice to the Borrower, take any or all
of the following actions, without prejudice to the rights of the Administrative
Agent, any Lender or the holder of any Note to enforce its claims against any
Credit Party (PROVIDED that, if an Event of Default specified in Section 10.05
shall occur, the result which would occur upon the giving of written notice by
the Administrative Agent to the Borrower as specified in clauses (i) and (ii)
below shall occur automatically without the giving of any such notice): (i)
declare the Total Commitments terminated, whereupon all Commitments of each
Lender shall forthwith terminate immediately and any Commitment Commission shall
forthwith become due and payable without any other notice of any kind; (ii)
declare the principal of and any accrued interest in respect of all Loans and
the Notes and all Obligations owing hereunder and thereunder to be, whereupon
the same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by each
Credit Party; and (iii) enforce, as Collateral Agent, all of the Liens and
security interests created pursuant to the Security Documents.

                                      -46-
<PAGE>

            SECTION 11. DEFINITIONS AND ACCOUNTING TERMS.

            11.01 DEFINED TERMS. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

            "ACQUIRED BUSINESSES" shall have the meaning provided in the
definition of Recapitalization.

            "ADMINISTRATIVE AGENT" shall have the meaning provided in the first
paragraph of this Agreement, and shall include any successor thereto.

            "AFFILIATE" shall mean, with respect to any Person, any other Person
(including, for purposes of Section 9.06 only, all directors, officers and
partners of such Person) directly or indirectly controlling, controlled by, or
under direct or indirect common control with, such Person; PROVIDED, HOWEVER,
that for purposes of Section 9.06, an Affiliate of the Borrower shall include
any Person that directly or indirectly owns more than 5% of any class of the
capital stock of the Borrower and any officer or director of the Borrower or any
of its Subsidiaries. A Person shall be deemed to control another Person if such
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise. Notwithstanding
anything to the contrary contained above, for purposes of Section 9.06, neither
the Administrative Agent nor any Lender (or any of their respective affiliates)
shall be deemed to constitute an Affiliate of the Borrower or its Subsidiaries
in connection with the Credit Documents or its dealings or arrangements relating
thereto.

            "AGGREGATE MORTGAGED VESSEL VALUE" shall have the meaning set forth
in Section 9.11.

            "AGREEMENT" shall mean this Credit Agreement, as modified,
supplemented, amended, restated, extended, renewed or replaced from time to
time.

            "APPLICABLE MARGIN" shall mean a percentage per annum equal to, in
the case of (a) Term Loans, 1.50% and (b) Revolving Loans, 1.50%.

            "APPLICABLE MINIMUM NET WORTH AMOUNT" shall mean, at any time of
determination thereof, an amount equal to the sum of $166,017,600, plus 50% of
Consolidated Net Income (to the extent positive) for each fiscal quarter of the
Borrower ended thereafter, plus 100% of the Net Cash Proceeds from any issuance
or sale of equity of the Borrower or any of its Subsidiaries (except, in the
case of such Subsidiaries, any sale of such equity to the Borrower or another
Subsidiary permitted hereunder).

            "ASSIGNMENT AND ASSUMPTION AGREEMENT" shall mean the Assignment and
Assumption Agreement substantially in the form of Exhibit L (appropriately
completed).

            "ASSIGNMENT OF EARNINGS" shall have the meaning provided in Section
5.09.

                                      -47-
<PAGE>

            "ASSIGNMENT OF INSURANCES" shall have the meaning provided in
Section 5.09.

            "BANKRUPTCY CODE" shall have the meaning provided in Section 10.05.

            "BASE RATE" shall mean for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the
Federal Funds Rate for such day plus 1/2 of 1% per annum.

            "BORROWER" shall have the meaning set forth in the first paragraph
of this Agreement.

            "BORROWING" shall mean the borrowing of Loans of a single Tranche
from all the Lenders (other than any Lender which has not funded its share of a
Borrowing in accordance with this Agreement) having Commitments of the
respective Tranche on a given date having the same Interest Period. It is
understood that there may be more than one Borrowing outstanding pursuant to a
given Tranche.

            "BUSINESS DAY" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day except Saturday, Sunday and any day which shall be
in New York City a legal holiday or a day on which banking institutions are
authorized or required by law or other government action to close and (ii) with
respect to all notices and determinations in connection with, and payments of
principal and interest on, Loans, any day which is a Business Day described in
clause (i) above and which is also a day for trading by and between Lenders in
the London interbank Eurodollar market.

            "CAPITALIZED LEASE OBLIGATIONS" of any Person shall mean all rental
obligations which, under generally accepted accounting principles, are or will
be required to be capitalized on the books of such Person, in each case taken at
the amount thereof accounted for as indebtedness in accordance with such
principles.

            "CASH EQUIVALENTS" shall mean, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) time deposits and certificates
of deposit of any commercial bank having, or which is the principal banking
subsidiary of a bank holding company having capital, surplus and undivided
profits aggregating in excess of $200,000,000, with maturities of not more than
one year from the date of acquisition by such Person, (iii) repurchase
obligations with a term of not more than 90 days for underlying securities of
the types described in clause (i) above entered into with any bank meeting the
qualifications specified in clause (ii) above, (iv) commercial paper issued by
any Person incorporated in the United States rated at least A-1 or the
equivalent thereof by Standard & Poor's Corporation or at least P-1 or the
equivalent thereof by Moody's Investors Service, Inc. and in each case maturing
not more than one year after the date of acquisition by such Person, and (v)
investments in money market funds substantially all of whose assets are
comprised of securities of the types described in clauses (i) through (iv)
above.

                                      -48-
<PAGE>

            "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. ss. 9601 ET SEQ.

            "CHANGE OF CONTROL" shall mean (i) the Borrower shall at any time
and for any reason fail to own, directly or indirectly, 100% of the capital
stock or other equity interests of each Subsidiary Guarantor, (ii) the sale,
lease or transfer of all or substantially all of the Borrower's assets to any
Person or group (as such term is used in Section 13(d)(3) of the Exchange Act),
(iii) the liquidation or dissolution of the Borrower, (iv) any Person or group
(as such term is used in Section 13(d)(3) of the Exchange Act) other than one or
more of the Permitted Holders shall at any time become the owner, directly or
indirectly, beneficially or of record, of shares representing more than 30% of
the outstanding voting or economic equity interests of the Borrower or (v) the
replacement of a majority of the directors on the board of directors of the
Borrower over a two-year period from the directors who constituted the board of
directors of the Borrower at the beginning of such period, and such replacement
shall not have been approved by a vote of at least a majority of the board of
directors of the Borrower then still in office who either were members of such
board of directors at the beginning of such period or whose election as a member
of such Board of Directors was previously so approved.

            "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

            "COLLATERAL" shall mean all property (whether real or personal) with
respect to which any security interests have been granted (or purported to be
granted) pursuant to any Security Document, including, without limitation, all
Pledge Agreement Collateral, all Earnings and Insurance Collateral, all
Mortgaged Vessels and all cash and Cash Equivalents at any time delivered as
collateral hereunder.

            "COLLATERAL AGENT" shall mean the Administrative Agent acting as
Mortgagee or collateral agent for the Secured Creditors pursuant to the Security
Documents.

            "COLLATERAL DISPOSITION" shall mean (i) the sale, lease, transfer or
other disposition by the Borrower or any of its Subsidiaries to any Person other
than the Borrower or a Subsidiary Guarantor of any Mortgaged Vessel or (ii) any
Event of Loss of any Mortgaged Vessel.

            "COMMITMENT" shall mean any of the commitments of any Lender, I.E.,
including its Term Loan Commitment (if any), and Revolving Loan Commitment (if
any).

            "COMMITMENT COMMISSION" shall have the meaning provided in Section
3.01(a).

            "CONCENTRATION ACCOUNT" shall have the meaning provided in the
Pledge Agreement.

            "CONSOLIDATED CURRENT ASSETS" shall mean, at any time, the
consolidated current assets of the Borrower and its Subsidiaries determined in
accordance with GAAP.

                                      -49-
<PAGE>

            "CONSOLIDATED CURRENT LIABILITIES" shall mean, at any time, the
consolidated current liabilities of the Borrower and its Subsidiaries at such
time determined in accordance with GAAP, minus the current portion of any
long-term Indebtedness of the Borrower and its Subsidiaries to the extent
otherwise 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 all amortization of intangibles and
depreciation, in each case that were deducted in arriving at Consolidated EBIT
for such period.

            "CONSOLIDATED INDEBTEDNESS" shall mean, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness
(but including in any event the then outstanding principal amount of all Loans,
all Capitalized Lease Obligations and all letters of credit outstanding) of the
Borrower and its Subsidiaries on a consolidated basis as determined in
accordance with GAAP; PROVIDED that (i) Indebtedness outstanding pursuant to
trade payables and accrued expenses incurred in the ordinary course of business,
and (ii) guarantees of operating leases assigned to any Credit Party to the
extent such lease is permitted hereunder and such obligation does not exceed
that which would otherwise be attributed to such Person under such operating
lease, shall be excluded in determining Consolidated Indebtedness.

            "CONSOLIDATED INTEREST COVERAGE RATIO" shall mean, for any period,
the ratio of (i) Consolidated EBITDA for such period to (ii) Consolidated
Interest Expense for such period.

            "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, (i) the
total consolidated interest expense of the Borrower and its Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) plus, without duplication, that portion of Capitalized Lease
Obligations of the Borrower and its Subsidiaries representing the interest
factor for such period, minus (ii) cash interest income of the Borrower and its
Subsidiaries for such period and the amortization of any deferred financing
costs incurred in connection with the Transaction to the extent otherwise
included in the calculations thereof.

            "CONSOLIDATED NET INCOME" shall mean, for any period, the
consolidated net after tax income of the Borrower and its Subsidiaries
determined in accordance with GAAP.

            "CONSOLIDATED NET WORTH" shall mean, with respect to any person, the
Net Worth of such Person and its Subsidiaries determined on a consolidated basis
in accordance with GAAP after appropriate deduction for any minority interests
in Subsidiaries.

            "CONSOLIDATED TOTAL CAPITALIZATION" shall mean, at any time of
determination, the sum of Consolidated Indebtedness at such time and
Consolidated Net Worth at such time.

            "CONSOLIDATED WORKING CAPITAL RATIO" shall mean, at any time of
determination, the ratio of Consolidated Current Assets to Consolidated Current
Liabilities.

                                      -50-
<PAGE>

            "CONTINGENT OBLIGATION" shall mean, as to any Person, any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("PRIMARY OBLIGATIONS") of any other Person (the
"PRIMARY OBLIGOR") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (ii) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (iv) otherwise to assure or hold harmless the holder
of such primary obligation against loss in respect thereof; PROVIDED, HOWEVER,
that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business and any
products warranties extended in the ordinary course of business. The amount of
any Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made (or, if the less, the maximum amount of such
primary obligation for which such Person may be liable pursuant to the terms of
the instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

            "CONTRIBUTION AGREEMENTS" shall mean and include (i) the
Contribution Agreement, dated as of May 25, 2001, by and among General Maritime
Ship Holdings Ltd., Ajax Limited Partnership, The Limited Partners of Ajax
Limited Partnership, Genmar Ajax Ltd., as the sole stockholder of Genmar Ajax
Corporation, Peter C. Georgiopoulos, as the sole stockholder of GMC
Administration Ltd., Genmar Ajax Corporation as Managing General Partner of Ajax
Limited Partnership and GMC Administration Ltd., as Administrative General
Partner of Ajax Limited Partnership, (ii) The Contribution Agreement dated as of
May 25, 2001, by and among General Maritime Ship Holdings Ltd., Ajax II, L.P.,
The Limited Partners of Ajax II, L.P., Ajax II LLC, as the sole stockholder of
Genmar Ajax II Corporation, Peter C. Georgiopoulos, as the sole stockholder of
GMC Administration Ltd., Genmar Ajax II Corporation, as Managing General Partner
of Ajax II, L.P. and GMC Administration Ltd., as Administrative General Partner
of Ajax II, L.P., (iii) the Contribution Agreement, dated as of May 25, 2001, by
and among General Maritime Ship Holdings Ltd., Boss, L.P., The Limited Partners
of Boss, L.P., Genmar Boss Ltd., as the sole stockholder of Genmar Boss
Corporation, Peter C. Georgiopoulos, as the sole stockholder of GMC
Administration Ltd., Genmar Boss Corporation, as Managing General Partner of
Boss, L.P. and GMC Administration Ltd., as Administrative General Partner of
Boss, L.P., (iv) the Contribution Agreement, dated as of May 25, 2001, by and
among General Maritime Ship Holdings Ltd., General Maritime I, L.P., the Limited
Partners of General Maritime I, L.P., General Maritime I Corporation, as the
sole stockholder of General Maritime I Corporation, Peter C. Georgiopoulos, as
the sole stockholder of GMC Administration Ltd., General Maritime I Corporation,
as Managing General Partner of General Maritime I, L.P. and GMC Administration
Ltd., as Administrative General Partner of General Maritime I, L.P., (v) the
Contribution Agreement, dated as of May 25, 2001, by and among General Maritime
Ship Holdings Ltd., General Maritime II, L.P., The Limited Partners of General
Maritime II, L.P.,


                                      -51-
<PAGE>

General Maritime II Corporation, as the sole stockholder of General Maritime
Corporation, Peter D. Georgiopoulos, as the sole stockholder of GMC
Administration Ltd., General Maritime II Corporation, as Managing General
Partner of General Maritime II, L.P., and GMC Administration Ltd., as
administrative General Partner of General Maritime II, L.P., (vi) the
Contribution Agreement, dated as of May 25, 2001, by and among General Maritime
Ship Holdings Ltd., Harriet, L.P., The Limited Partners of Harriet, L.P., Genmar
Maritime III Corporation, as the sole stockholder of Genmar Harriet Corporation,
Peter, C. Georgiopoulos, as the sole stockholder of GMC Administration Ltd.,
Genmar Harriet Corporation, as Managing General Partner of Harriet, L.P. and GMC
Administration Ltd., as Administrative General Partner of Harriet, L.P., (vii)
the Contribution Agreement, dated as of May 25, 2001, by and among General
Maritime Ship Holdings Ltd., Pacific Tankship, L.P., The Limited Partners of
Pacific Tankship, L.P., Genmar Pacific Ltd., as the sole stockholder of Genmar
Pacific Corporation, Peter, C. Georgiopoulos, as the sole stockholder of GMC
Administration Ltd., Genmar Pacific Corporation, as Managing General Partner of
Pacific Tankship, L.P. and GMC Administration Ltd., as Administrative General
Partner of Pacific Tankship, L.P., (viii) the Vessel Contribution Agreement
dated as of May 25, 2001, by and between General Maritime Ship Holdings Ltd. and
Blystad Ship Holding Inc., Liberia, (ix) the Memorandum of Agreement dated as of
April 23, 2001 in connection with the Vessel Contribution Agreement referenced
in clause (viii) above, (x) the Vessel Contribution Agreement dated as of May
25, 2001, by and between General Maritime Ship Holdings Ltd. and KS Stavanger
Prince, (xi) the Memorandum of Agreement dated as of May 4, 2001 in connection
with the Vessel Contribution Agreement referenced in clause (x) above and (xii)
the Contribution Agreement dated as of May 25, 2001, by and among General
Maritime Ship holdings Ltd., Genmar Alexandra, LLC, Genmar II, LLC, Equili
Company, L.P., Equili Company, LLC, Equili Company II, L.P., and Equili Company
II, LLC.

            "CREDIT DOCUMENTS" shall mean this Agreement, each Note, each
Security Document, the Subsidiaries Guaranty, the Master Vessel and Collateral
Trust Agreement and, after the execution and delivery thereof, each additional
guaranty or additional security document executed pursuant to Section 8.11.

            "CREDIT EVENT" shall mean the making of any Loan.

            "CREDIT PARTY" shall mean the Borrower and each Subsidiary
Guarantor, and any other Subsidiary which at any time executes and delivers any
Credit Document.

            "DEBT AGREEMENTS" shall have the meaning provided in Section 5.05.

            "DEFAULT" shall mean any event, act or condition which with notice
or lapse of time, or both, would constitute an Event of Default.

            "DEFAULTING LENDER" shall mean any Lender with respect to which a
Lender Default is in effect.

            "DIVIDEND" with respect to any Person shall mean that such Person
has declared or paid a dividend or returned any equity capital to its
stockholders or members or authorized or


                                      -52-
<PAGE>

made any other distribution, payment or delivery of property (other than common
stock of such Person) or cash to its stockholders or members as such, or
redeemed, retired, purchased or otherwise acquired, directly or indirectly, for
a consideration any shares of any class of its capital stock or membership
interests outstanding on or after the Effective Date (or any options or warrants
issued by such Person with respect to its capital stock), or set aside any funds
for any of the foregoing purposes, or shall have permitted any of its
Subsidiaries to purchase or otherwise acquire for a consideration any shares of
any class of the capital stock of, or equity interests in, such Person
outstanding on or after the Effective Date (or any options or warrants issued by
such Person with respect to its capital stock or other equity interests).
Without limiting the foregoing, "Dividends" with respect to any Person shall
also include all payments made or required to be made by such Person with
respect to any stock appreciation rights, plans, equity incentive or achievement
plans or any similar plans or setting aside of any funds for the foregoing
purposes.

            "DOCUMENTS" shall mean the Credit Documents, the Recapitalization
Documents and the Equity Financing Documents.

            "DOLLARS" and the sign "$" shall each mean lawful money of the
United States.

            "EARNINGS AND INSURANCE COLLATERAL" shall mean all "Collateral" as
defined in the Assignments of Earnings and the Assignments of Insurances.

            "EFFECTIVE DATE" shall have the meaning provided in Section 13.10.

            "ELIGIBLE TRANSFEREE" shall mean and include a commercial bank,
insurance company, financial institution, fund or other Person which regularly
purchases interests in loans or extensions of credit of the types made pursuant
to this Agreement, any other Person which would constitute a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act as
in effect on the Effective Date or other "accredited investor" (as defined in
Regulation D of the Securities Act).

            "EMPLOYMENT AGREEMENTS" shall have the meaning provided in Section
5.05.

            "ENVIRONMENTAL CLAIMS" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, investigations or
proceedings relating in any way to any Environmental Law or any permit issued,
or any approval given, under any such Environmental Law (hereafter, "CLAIMS"),
including, without limitation, (a) any and all Claims by governmental or
regulatory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (b)
any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief in connection
with alleged injury or threat of injury to health, safety or the environment due
to the presence of Hazardous Materials.

            "ENVIRONMENTAL LAW" shall mean any applicable Federal, state,
foreign or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy and rule of common
law now or hereafter in effect and in each case as


                                      -53-
<PAGE>

amended, and any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent decree or judgment, to the extent
binding on the Borrower or any of its Subsidiaries, relating to the environment,
employee health and safety or Hazardous Materials, including, without
limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C.
Section 1251 ET SEQ.; the Toxic Substances Control Act, 15 U.S.C. Section 2601
ET SEQ.; the Clean Air Act, 42 U.S.C. Section 7401 ET SEQ.; the Safe Drinking
Water Act, 42 U.S.C. Section 3803 ET SEQ.; the Oil Pollution Act of 1990, 33
U.S.C. Section 2701 ET SEQ.; the Emergency Planning and the Community
Right-to-Know Act of 1986, 42 U.S.C. Section 11001 ET SEQ.; the Hazardous
Material Transportation Act, 49 U.S.C. Section 1801 ET SEQ.; the Occupational
Safety and Health Act, 29 U.S.C. Section 651 ET SEQ. (to the extent it regulates
occupational exposure to Hazardous Materials); and any state and local or
foreign counterparts or equivalents, in each case as amended from time to time.

            "EQUITY FINANCING" shall have the meaning provided in Section 5.06.

            "EQUITY FINANCING DOCUMENTS" shall mean the Borrower's registration
statement on Form S-1, as filed with the Securities and Exchange Commission on
___________, 2001 and each other agreement or document executed in connection
with the Equity Financing, as such documents may be amended, supplemented or
restated from time to time in accordance with the provisions hereof and thereof.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at the
date of this Agreement and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

            "ERISA AFFILIATE" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or a Subsidiary of the Borrower would
be deemed to be a "single employer" within the meaning of Section 414(b), (c),
(m) or (o) of the Code.

            "EURODOLLAR RATE" shall mean with respect to each Interest Period
for a Loan, (a) the offered rate (rounded upward to the nearest 1/16 of one
percent) for deposits of Dollars for a period equivalent to such period at or
about 11:00 A.M. (London time) on the second Business Day before the first day
of such period as is displayed on Telerate page 3750 (British Bankers'
Association Interest Settlement Rates) (or such other page as may replace such
page 3750 on such system or on any other system of the information vendor for
the time being designated by the British Bankers' Association to calculate the
BBA Interest Settlement Rate (as defined in the British Bankers' Association's
Recommended Terms and Conditions dated August 1985)), provided that if on such
date no such rate is so displayed, the Eurodollar Rate for such period shall be
the rate quoted to the Administrative Agent as the offered rate for deposits of
Dollars in an amount approximately equal to the amount in relation to which the
Eurodollar Rate is to be determined for a period equivalent to such applicable
Interest Period by prime banks in the London interbank Eurodollar market at or
about 11:00 A.M. (London time) on the second Business Day before the first day
of such period, in each case divided (and rounded upward to the nearest 1/16 of
1%) by (b) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves required by applicable law) applicable
to any member bank of


                                      -54-
<PAGE>

the Federal Reserve System in respect of Eurocurrency funding or liabilities as
defined in Regulation D (or any successor category of liabilities under
Regulation D).

            "EVENT OF DEFAULT" shall have the meaning provided in Section 10.

            "EVENT OF LOSS" means any of the following events: (x) the actual or
constructive total loss of a Vessel or the agreed or compromised total loss of a
Vessel; or (y) the capture, condemnation, confiscation, requisition, purchase,
seizure or forfeiture of, or any taking of title to, a Vessel. An Event of Loss
shall be deemed to have occurred (i) in the event of an actual loss of a Vessel,
at the time and on the date of such loss or if that is not known at noon
Greenwich Mean Time on the date which such Vessel was last heard from; (ii) in
the event of damage which results in a constructive or compromised or arranged
total loss of a Vessel, at the time and on the date of the event giving rise to
such damage; or (iii) in the case of an event referred to in clause (y) above,
at the time and on the date on which such event is expressed to take effect by
the Person making the same. Notwithstanding the foregoing, if such Vessel shall
have been returned to the Borrower following any event referred to in clause (y)
above prior to the date upon which payment is required to be made under Section
4.02(c) hereof, no Event of Loss shall be deemed to have occurred by reason of
such event.

            "EXISTING INDEBTEDNESS" shall have the meaning provided in Section
7.21.

            "FEDERAL FUNDS RATE" shall mean, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 11 a.m. (New York
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

            "FOREIGN PENSION PLAN" shall mean any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by the Borrower or any one or
more of its Subsidiaries primarily for the benefit of employees of the Borrower
or such Subsidiaries residing outside the United States of America, which plan,
fund or other similar program provides, or results in, retirement income, a
deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.

            "FOREIGN SUBSIDIARY" shall mean any Subsidiary of the Borrower which
is not incorporated, or formed under the laws of, the United States or any State
or territory thereof.

            "GAAP" shall have the meaning provided in Section 13.07(a).

            "HAZARDOUS MATERIALS" shall mean (a) any petroleum or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, ureaformaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of


                                      -55-
<PAGE>

polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or
substances defined as or included in the definition of "hazardous substances,"
"hazardous waste," "hazardous materials," "extremely hazardous substances,"
"restricted hazardous waste," "toxic substances," "toxic pollutants,"
"contaminants," or "pollutants," or words of similar import, under any
applicable Environmental Law; and (c) any other chemical, material or substance,
exposure to which is prohibited, limited or regulated by any governmental
authority under Environmental Laws.

            "INDEBTEDNESS" shall mean, as to any Person, without duplication,
(i) all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services, (ii) the maximum amount available to be drawn under all letters of
credit issued for the account of such Person and all unpaid drawings in respect
of such letters of credit, (iii) all Indebtedness of the types described in
clause (i), (ii), (iv), (v), (vi) or (vii) of this definition secured by any
Lien on any property owned by such Person, whether or not such Indebtedness has
been assumed by such Person (to the extent of the value of the respective
property), (iv) the aggregate amount required to be capitalized under leases
under which such Person is the lessee, (v) all obligations of such person to pay
a specified purchase price for goods or services, whether or not delivered or
accepted, I.E., take-or-pay and similar obligations, (vi) all Contingent
Obligations of such Person and (vii) all obligations under any Interest Rate
Protection Agreement or Other Hedging Agreement or under any similar type of
agreement; PROVIDED that Indebtedness shall in any event not include trade
payables and expenses accrued in the ordinary course of business.

            "INDEBTEDNESS TO BE REFINANCED" shall have the meaning provided in
Section 7.21(b).

            "INITIAL BORROWING DATE" shall mean the date occurring on or after
the Effective Date on which the initial Borrowing of Term Loans hereunder
occurs.

            "INTEREST DETERMINATION DATE" shall mean, with respect to any Loan,
the second Business Day prior to the commencement of any Interest Period
relating to such Loan.

            "INTEREST PERIOD" shall have the meaning provided in Section 1.08.

            "INTEREST RATE PROTECTION AGREEMENT" shall mean any interest rate
swap agreement, interest rate cap agreement, interest collar agreement, interest
rate hedging agreement, interest rate floor agreement or other similar agreement
or arrangement.

            "INVESTMENTS" shall have the meaning provided in Section 9.05.

            "LEAD ARRANGER" shall mean Christiania Bank og Kreditkasse ASA, New
York Branch, in its capacity as lead arranger.

            "LEASEHOLDS" of any Person means all the right, title and interest
of such Person as lessee or licensee in, to and under leases or licenses of
land, improvements and/or fixtures.

                                      -56-
<PAGE>

            "LENDER" shall mean each financial institution listed on Schedule I,
as well as any Person which becomes a "LENDER" hereunder pursuant to 13.04(b).

            "LENDER DEFAULT" shall mean (i) the refusal (which has not been
retracted) or other failure of a Lender to make available its portion of any
Borrowing required to be made in accordance with the terms of this Agreement as
then in effect or (ii) a Lender having notified in writing the Borrower and/or
the Administrative Agent that it does not intend to comply with its obligations
under Section 1.01(a) or (b).

            "LEVERAGE RATIO" shall mean, at any date of determination, the ratio
of Consolidated Indebtedness on such date to Consolidated Total Capitalization
on such date.

            "LIEN" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

            "LOAN" shall mean each Term Loan and each Revolving Loan.

            "MANAGEMENT AGREEMENTS" shall have the meaning provided in Section
5.05.

            "MARGIN STOCK" shall have the meaning provided in Regulation U.

            "MASTER VESSEL AND COLLATERAL TRUST AGREEMENT" shall mean the Master
Vessel and Collateral Trust Agreement between the Administrative Agent on behalf
of the Lenders and Christiania Bank og Kreditkasse ASA, New York Branch,
substantially in the form of Exhibit J, as the same may be from time to time
amended, supplemented or otherwise modified.

            "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on
the business, property, assets, liabilities, condition (financial or otherwise)
or prospects of the Borrower and the Subsidiary Guarantors taken as a whole.

            "MATURITY DATE" shall mean, with respect to any Tranche of Loans,
the Term Loan Maturity Date or the Revolving Loan Maturity Date, as the case may
be.

            "MORTGAGED VESSELS" shall have the meaning provided in Section 5.10.

            "MORTGAGEE" shall mean the trustee under the Master Vessel Trust
Agreement, which, on the Effective Date, shall be CBK.

            "MULTIEMPLOYER PLAN" shall mean a Plan which is defined in Section
3(37) of ERISA.

            "NET CASH PROCEEDS" shall mean, with respect to any Collateral
Disposition, the aggregate cash payments (including any cash received by way of
deferred payment pursuant to a


                                      -57-
<PAGE>

note receivable issued in connection with such Collateral Disposition, other
than the portion of such deferred payment constituting interest, but only as and
when received) received by the Borrower from such Collateral Disposition, net of
(i) reasonable transaction costs (including, without limitation, reasonable
attorney's fees) and sales commissions and (ii) the estimated marginal increase
in income taxes and any stamp tax payable by the Borrower or any of its
Subsidiaries as a result of such Collateral Disposition.

            "NET WORTH" shall mean, as to any Person, the sum of its capital
stock, capital in excess of par or stated value of shares of its capital stock,
retained earnings and any other account which, in accordance with GAAP,
constitutes stockholders' equity, but excluding any treasury stock.

            "NON-DEFAULTING LENDER" shall mean and include each Lender other
than a Defaulting Lender.

            "NOTE" shall mean each Term Note and each Revolving Note.

            "NOTICE OF BORROWING" shall have the meaning provided in Section
1.03.

            "NOTICE OFFICE" shall mean the office of the Administrative Agent
located at 11 West 42nd Street, 7th Floor, New York, NY 10036, or such other
office as the Administrative Agent may hereafter designate in writing as such to
the other parties hereto.

            "OBLIGATIONS" shall mean all amounts owing to the Administrative
Agent, the Collateral Agent or any Lender pursuant to the terms of this
Agreement or any other Credit Document.

            "$165 MILLION FACILITY" shall mean the Credit Agreement, dated as of
June , 2001, among the Borrower, various lenders and CBK, as Administrative
Agent, Syndication Agent and Lead Arranger, providing for aggregate credit
facilities for the Borrower not to exceed, for purposes of this definition,
$165,000,000, as the same may be amended, supplemented, restated or modified
from time to time.

            "OTHER HEDGING AGREEMENT" shall mean any foreign exchange contracts,
currency swap agreements, commodity agreements or other similar agreements or
arrangements designed to protect against the fluctuations in currency or
commodity values.

            "PAYMENT OFFICE" shall mean the office of the Administrative Agent
located at 11 West 42nd Street, 7th Floor, New York, NY 10036, or such other
office as the Administrative Agent may hereafter designate in writing as such to
the other parties hereto.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

            "PERMITTED ENCUMBRANCE" shall mean easements, rights-of-way,
restrictions, encroachments, exceptions to title and other similar charges or
encumbrances on any Mortgaged Vessel or any other property of the Borrower or
any of its Subsidiaries arising in the ordinary


                                      -58-
<PAGE>

course of business which do not materially detract from the value of such
Mortgaged Vessel or the property subject thereto.

            "PERMITTED HOLDERS" shall mean (i) Peter Georgiopoulos and any
corporation or other entity directly controlled by Peter Georgiopoulos and (ii)
Oaktree Capital Management, LLC and any corporation or other entity directly
controlled by Oaktree Capital Management, LLC.

            "PERMITTED LIENS" shall have the meaning provided in Section 9.01.

            "PERSON" shall mean any individual, partnership, joint venture,
firm, corporation, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.

            "PLAN" shall mean any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) the Borrower or a Subsidiary of the Borrower or any
ERISA Affiliate, and each such plan for the five-year period immediately
following the latest date on which the Borrower, or a Subsidiary of the Borrower
or any ERISA Affiliate maintained, contributed to or had an obligation to
contribute to such plan.

            "PLEDGE AGREEMENT" shall have the meaning provided in Section 5.08.

            "PLEDGE AGREEMENT COLLATERAL" shall mean all "Collateral" as defined
in the Pledge Agreement.

            "PLEDGED SECURITIES" shall mean "PLEDGED SECURITIES" as defined in
the Pledge Agreement.

            "PRIME RATE" shall mean the rate which the Administrative Agent
announces from time to time as its prime lending rate, the Prime Rate to change
when and as such prime lending rate changes. The Prime Rate is a reference rate
and does not necessarily represent the lowest or best rate actually charged to
any customer. The Administrative Agent may make commercial loans or other loans
at rates of interest at, above or below the Prime Rate.

            "PROJECTIONS" shall mean the pro forma financial projections of the
Borrower and its Subsidiaries, in form reasonably satisfactory to the
Administrative Agent, meeting the requirements of Section 7.05(d) and covering
each of the fiscal periods of the Borrower ending after the Effective Date and
prior to the Term Loan Maturity Date.

            "QUALIFIED PREFERRED STOCK" shall mean any preferred stock so long
as the terms of any such preferred stock (i) do not contain any mandatory put,
redemption, repayment, sinking fund or other similar provision occurring prior
to one year after the Term Loan Maturity Date, (ii) do not require the cash
payment of dividends, (iii) do not contain any covenants other than periodic
reporting requirements and (iv) do not grant the holder thereof any voting
rights except for voting rights on fundamental matters such as mergers,
consolidations, sales or all or substantially all of the assets of the issuer
thereof, or liquidations involving the issuer thereof.

                                      -59-
<PAGE>

            "QUARTERLY PAYMENT DATE" shall mean the last business day of each
March, June, September and December occurring after the Initial Borrowing Date.

            "RCRA" shall mean the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C. ss. 6901 ET SEQ.

            "REAL PROPERTY" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

            "RECAPITALIZATION" shall have the meaning provided in Annex A
hereto, with the transactions described in such Annex A, in each case, to be
consummated pursuant to and, in all material respects in accordance with, the
applicable Recapitalization Documents (with the separate entities acquired
pursuant to the Recapitalization being, collectively, the "ACQUIRED
BUSINESSES").

            "RECAPITALIZATION DOCUMENTS" shall mean (i) the Contribution
Agreements, (ii) the Stock Purchase Agreement dated as of May 25, 2001, by and
between United Projects Shipping & Financing Inc. and General Maritime
Corporation, (iii) the Lock-Up Agreement in the form of exhibit A to the L.P.
Contribution Agreements by and among General Maritime Corporation, Lehman
Brothers Inc., ABN AMRO Rothschild LLC, Jeffreies & Company, Inc., as
Representatives of the Several Underwriters names on Schedule I of the
Underwriting Agreement, (iv) the Registration Rights Agreement in the form of
Exhibit B to the L.P. Contribution Agreements, by and between General Maritime
Ship Holdings Ltd. and the persons listed on Schedule I attached thereto, (v)
the Waiver and Contribution Agreement in the form of Exhibit C to the L.P.
Contribution Agreements, (vi) the Escrow Agreement in the form of Exhibit E to
the L.P. Contribution Agreements, by and between General Maritime Ship Holdings
Ltd. and the Recipients listed on Schedule 1 thereof, (vii) the Deed of
Assignment and Adherence in the form of Exhibit F to the L.P. Contribution
Agreements, (viii) the Management Rights Agreement in the form of Exhibit G to
the L.P. Contribution Agreements by and between General Maritime Corporation and
OCM Principal Opportunities Fund, L.P. and (ix) the Letter Agreement dated as of
May __, 2001 by and between Peter C. Georgiopoulos and General Maritime Ship
Holdings Ltd.

            "REFINANCING" shall mean the repayment in full of, and the
termination of all commitments in respect of, the Indebtedness to be Refinanced
on the Initial Borrowing Date.

            "REGISTER" shall have the meaning provided in Section 13.17.

            "REGULATION D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

            "REGULATION T" shall mean Regulation T of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

            "REGULATION U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

                                      -60-
<PAGE>

            "REGULATION X" shall mean Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

            "REPLACED LENDER" shall have the meaning provided in Section 1.12.

            "REPLACEMENT LENDER" shall have the meaning provided in Section
1.12.

            "REPORTABLE EVENT" shall mean an event described in Section 4043(c)
of ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under subsection
 .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

            "REQUIRED LENDERS" shall mean Lenders, the sum of whose outstanding
Term Loans and Revolving Loan Commitments (or after the termination thereof,
outstanding Revolving Loans) represent an amount greater than 50% of the sum of
all outstanding Term Loans and the Total Revolving Loan Commitment (or after the
termination thereof, the then total principal amount of outstanding Revolving
Loans at such time).

            "REVOLVING LOAN" shall have the meaning provided in Section 1.01(b).

            "REVOLVING LOAN COMMITMENT" shall mean, for each Lender, the amount
set forth opposite such Lender's name in Schedule I hereto directly below the
column entitled "Revolving Loan Commitment," as same may be (x) reduced from
time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or (y) adjusted
from time to time as a result of assignments to or from such Lender pursuant to
Section 1.12 or 13.04(b).

            "REVOLVING LOAN MATURITY DATE" shall mean the fifth anniversary of
the Initial Borrowing Date.

            "REVOLVING NOTE" shall have the meaning provided in Section 1.05(a).

            "SCHEDULED REPAYMENT DATE" shall have the meaning provided in
Section 4.02(b).

            "SCHEDULED REPAYMENTS" shall have the meaning provided in Section
4.02(b).

            "SECURED CREDITORS" shall have the meaning assigned that term in the
Security Documents.

            "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

            "SECURITY DOCUMENTS" shall mean each Pledge Agreement, each
Assignment of Earnings, each Assignment of Insurances and each Vessel Mortgage.

            "SELLERS" shall mean the owners of each of the Acquired Businesses
(prior to giving effect to the Recapitalization) which are party to the
respective Contribution Agreements.

            "SHAREHOLDERS' AGREEMENTS" shall have the meaning provided in
Section 5.05.

                                      -61-
<PAGE>

            "SUBSIDIARIES GUARANTY" shall have the meaning provided in Section
5.07.

            "SUBSIDIARY" shall mean, as to any Person, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or
one or more Subsidiaries of such Person has more than a 50% equity interest at
the time.

            "SUBSIDIARY GUARANTOR" shall mean each direct and indirect
Subsidiary of the Borrower that owns a Mortgaged Vessel on the Initial Borrowing
Date or which executes a counterpart to the Subsidiaries Guaranty after the
Initial Borrowing Date.

            "SYNDICATION AGENT" shall mean Christiania Bank og Kreditkasse ASA,
New York Branch.

            "TAX SHARING AGREEMENT" shall have the meaning provided in Section
5.05.

            "TAXES" shall have the meaning provided in Section 4.04.

            "TERM LOAN" shall have the meaning provided in Section 1.01(a).

            "TERM LOAN COMMITMENT" shall mean, for each Lender, the amount set
forth opposite such Lender's name in Schedule I hereto directly below the column
entitled "Term Loan Commitment," as same may be (x) reduced from time to time
pursuant to Sections 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a
result of assignments to or from such Lender pursuant to Section 1.12 or 13.04.

            "TERM LOAN MATURITY DATE" shall mean the fifth anniversary of the
Initial Borrowing Date.

            "TERM NOTE" shall have the meaning provided in Section 1.05(a).

            "TEST PERIOD" shall mean each period of four consecutive fiscal
quarters then last ended, in each case taken as one accounting period.

            "TOTAL COMMITMENTS" shall mean, at any time, the sum of the
Commitments of each of the Lenders.

            "TOTAL REVOLVING LOAN COMMITMENT" shall mean, at any time, the sum
of the Revolving Loan Commitments of each of the Lenders.

            "TOTAL TERM LOAN COMMITMENT" shall mean, at any time, the sum of the
Term Loan Commitments of each of the Lenders.

                                      -62-
<PAGE>

            "TOTAL UNUTILIZED REVOLVING LOAN COMMITMENT" shall mean, at any
time, an amount equal to the remainder of the then Total Revolving Loan
Commitment, less the aggregate principal amount of Revolving Loans then
outstanding.

            "TRANCHE" shall mean the respective facility and commitments
utilized in making Loans hereunder, with there being two separate Tranches,
I.E., Term Loans and Revolving Loans.

            "TRANSACTION" shall mean, collectively, (i) the Recapitalization,
(ii) the Equity Financing, (iii) the consummation of the Refinancing, (iv) the
borrowing of Loans on the Initial Borrowing Date and (v) the payment of fees and
expenses in connection with the foregoing.

            "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

            "UNFUNDED CURRENT LIABILITY" of any Plan shall mean the amount, if
any, by which the value of the accumulated plan benefits under the Plan
determined on a plan termination basis in accordance with actuarial assumptions
at such time consistent with those prescribed by the PBGC for purposes of
Section 4044 of ERISA, exceeds the fair market value of all plan assets
allocable to such liabilities under Title IV of ERISA (excluding any accrued but
unpaid contributions).

            "UNITED STATES" and "U.S." shall each mean the United States of
America.

            "UNUTILIZED REVOLVING LOAN COMMITMENT" with respect to any Lender,
at any time, shall mean such Lender's Revolving Loan Commitment at such time
less the aggregate outstanding principal amount of Revolving Loans made by such
Lender.

            "VESSEL" shall mean, collectively, all sea going vessels and tankers
owned by the Borrower and its Subsidiaries, and, individually, any of such
vessels.

            "VESSEL MORTGAGES" shall have the meaning set forth in Section 5.10.

            "WHOLLY-OWNED SUBSIDIARY" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, limited liability company,
association, joint venture or other entity in which such Person and/or one or
more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such
time.

            SECTION 12.  AGENCY PROVISIONS.

            12.01 APPOINTMENT. The Lenders hereby designate Christiania Bank OG
Kreditkasse, ASA, New York Branch, as Administrative Agent (for purposes of this
Section 12, the term "ADMINISTRATIVE AGENT" shall include Christiania Bank OG
Kreditkasse ASA, New York Branch (and/or any of its affiliates) in its capacity
as Collateral Agent Mortgagee pursuant to the Security Documents and Trustee
under the Master Vessel and Collateral Trust Agreement, and in its capacity as
Lead Arranger hereunder) to act as specified herein and in the other Credit


                                      -63-
<PAGE>

Documents. Each Lender hereby irrevocably authorizes, and each holder of any
Note by the acceptance of such Note shall be deemed irrevocably to authorize,
the Administrative Agent to take such action on its behalf under the provisions
of this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to or
required of the Administrative Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto. The Administrative Agent may
perform any of its duties hereunder by or through its respective officers,
directors, agents, employees or affiliates and, may assign from time to time any
or all of its rights, duties and obligations hereunder and under the Security
Documents and the Master Vessel and Collateral Trust Agreement to any of its
banking affilates.

            12.02 NATURE OF DUTIES. The Administrative Agent shall have no
duties or responsibilities except those expressly set forth in this Agreement
and the Security Documents. Neither the Administrative Agent nor any of its
officers, directors, agents, employees or affiliates shall be liable for any
action taken or omitted by it or them hereunder or under any other Credit
Document or in connection herewith or therewith, unless caused by such Person's
gross negligence or willful misconduct. The duties of the Administrative Agent
shall be mechanical and administrative in nature; the Administrative Agent shall
not have by reason of this Agreement or any other Credit Document a fiduciary
relationship in respect of any Lender or the holder of any Note; and nothing in
this Agreement or any other Credit Document, expressed or implied, is intended
to or shall be so construed as to impose upon the Administrative Agent any
obligations in respect of this Agreement or any other Credit Document except as
expressly set forth herein or therein.

            12.03 LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT. Independently
and without reliance upon the Administrative Agent, each Lender and the holder
of each Note, to the extent it deems appropriate, has made and shall continue to
make (i) its own independent investigation of the financial condition and
affairs of the Borrower and its Subsidiaries in connection with the making and
the continuance of the Loans and the taking or not taking of any action in
connection herewith and (ii) its own appraisal of the creditworthiness of the
Borrower and its Subsidiaries and, except as expressly provided in this
Agreement, the Administrative Agent shall not have any duty or responsibility,
either initially or on a continuing basis, to provide any Lender or the holder
of any Note with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at any time or
times thereafter. The Administrative Agent shall not be responsible to any
Lender or the holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other
writing delivered in connection herewith or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, collectability, priority or
sufficiency of this Agreement or any other Credit Document or the financial
condition of the Borrower and its Subsidiaries or be required to make any
inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement or any other Credit Document, or the
financial condition of the Borrower and its Subsidiaries or the existence or
possible existence of any Default or Event of Default.

                                      -64-
<PAGE>

            12.04 CERTAIN RIGHTS OF THE AGENT. If the Administrative Agent shall
request instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, the Administrative Agent shall be entitled to refrain from such act or
taking such action unless and until the Administrative Agent shall have received
instructions from the Required Lenders; and the Administrative Agent shall not
incur liability to any Person by reason of so refraining. Without limiting the
foregoing, no Lender or the holder of any Note shall have any right of action
whatsoever against the Administrative Agent as a result of the Administrative
Agent acting or refraining from acting hereunder or under any other Credit
Document in accordance with the instructions of the Required Lenders.

            12.05 RELIANCE. The Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any note, writing, resolution,
notice, statement, certificate, telex, teletype or telecopier message,
cablegram, radiogram, order or other document or telephone message signed, sent
or made by any Person that the Administrative Agent believed to be the proper
Person, and, with respect to all legal matters pertaining to this Agreement and
any other Credit Document and its duties hereunder and thereunder, upon advice
of counsel selected by the Administrative Agent.

            12.06 INDEMNIFICATION. To the extent the Administrative Agent is not
reimbursed and indemnified by the Borrower, the Lenders will reimburse and
indemnify the Administrative Agent, in proportion to their respective
"percentages" as used in determining the Required Lenders (without regard to the
existence of any Defaulting Lenders), for and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, costs,
expenses or disbursements of whatsoever kind or nature which may be imposed on,
asserted against or incurred by the Administrative Agent in performing its
respective duties hereunder or under any other Credit Document, in any way
relating to or arising out of this Agreement or any other Credit Document;
PROVIDED that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct.

            12.07 THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. With
respect to its obligation to make Loans under this Agreement, the Administrative
Agent shall have the rights and powers specified herein for a "Lender" and may
exercise the same rights and powers as though it were not performing the duties
specified herein; and the term "Lenders," "Required Lenders," "holders of Notes"
or any similar terms shall, unless the context clearly otherwise indicates,
include the Administrative Agent in its individual capacity. The Administrative
Agent may accept deposits from, lend money to, and generally engage in any kind
of banking, trust or other business with any Credit Party or any Affiliate of
any Credit Party as if it were not performing the duties specified herein, and
may accept fees and other consideration from the Borrower or any other Credit
Party for services in connection with this Agreement and otherwise without
having to account for the same to the Lenders.

            12.08 HOLDERS. The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes hereof unless and until a
written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the


                                      -65-
<PAGE>

Administrative Agent. Any request, authority or consent of any Person who, at
the time of making such request or giving such authority or consent, is the
holder of any Note shall be conclusive and binding on any subsequent holder,
transferee, assignee or endorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.

            12.09 RESIGNATION BY THE ADMINISTRATIVE AGENT. (a) The
Administrative Agent may resign from the performance of all its functions and
duties hereunder and/or under the other Credit Documents at any time by giving
15 Business Days' prior written notice to the Borrower and the Lenders. Such
resignation shall take effect upon the appointment of a successor Administrative
Agent pursuant to clauses (b) and (c) below or as otherwise provided below.

            (b) Upon any such notice of resignation by the Administrative Agent,
the Required Lenders shall appoint a successor Administrative Agent hereunder or
thereunder who shall be a commercial bank or trust company reasonably acceptable
to the Borrower.

            (c) If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the Administrative Agent, with the
consent of the Borrower (which shall not be unreasonably withheld or delayed),
shall then appoint a commercial bank or trust company with capital and surplus
of not less than $500,000,000 as successor Administrative Agent who shall serve
as Administrative Agent hereunder or thereunder until such time, if any, as the
Lenders appoint a successor Administrative Agent as provided above.

            (d) If no successor Administrative Agent has been appointed pursuant
to clause (b) or (c) above by the 25th Business Day after the date such notice
of resignation was given by the Administrative Agent, the Administrative Agent's
resignation shall become effective and the Required Lenders shall thereafter
perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided above.

            SECTION 13.  MISCELLANEOUS.

            13.01 PAYMENT OF EXPENSES, ETC. The Borrower agrees that it shall:
(i) whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Administrative Agent
(including, without limitation, the reasonable fees and disbursements of White &
Case LLP, Holland & Knight LLP and local counsel) in connection with the
preparation, execution and delivery of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein and
any amendment, waiver or consent relating hereto or thereto, of the
Administrative Agent in connection with its syndication efforts with respect to
this Agreement and of the Administrative Agent and each of the Lenders in
connection with the enforcement of this Agreement and the other Credit Documents
and the documents and instruments referred to herein and therein (including,
without limitation, the reasonable fees and disbursements of counsel (including
in-house counsel) for the Administrative Agent and for each of the Lenders);
(ii) pay and hold each of the Lenders harmless from and against any and all
present and future stamp, excise and other similar taxes with respect to the
foregoing matters and save each of the Lenders harmless from and against any and
all liabilities with respect to or resulting from any delay or omission (other


                                      -66-
<PAGE>

than to the extent attributable to such Lender) to pay such taxes; and (iii)
indemnify the Administrative Agent, the Collateral Agent, the Mortgagee under
each Vessel Mortgage, the Trustee under the Master Vessel and Collateral Trust
Agreement, the Lead Arranger and each Lender, and each of their respective
officers, directors, trustees, employees, representatives and agents from and
hold each of them harmless against any and all liabilities, obligations
(including removal or remedial actions), losses, damages, penalties, claims,
actions, judgments, suits, costs, expenses and disbursements (including
reasonable attorneys' and consultants' fees and disbursements) incurred by,
imposed on or assessed against any of them as a result of, or arising out of, or
in any way related to, or by reason of, (a) any investigation, litigation or
other proceeding (whether or not the Administrative Agent or any Lender is a
party thereto) related to the entering into and/or performance of this Agreement
or any other Credit Document or the proceeds of any Loans hereunder or the
consummation of any transactions contemplated herein (including, without
limitation, the Transaction), or in any other Credit Document or the exercise of
any of their rights or remedies provided herein or in the other Credit
Documents, or (b) the actual or alleged presence of Hazardous Materials in the
air, surface water or groundwater or on the surface or subsurface of any
property at any time owned or operated by the Borrower or any of its
Subsidiaries, the generation, storage, transportation, handling or disposal of
Hazardous Materials at any location, whether or not owned or operated by the
Borrower or any of its Subsidiaries, the non-compliance of any property with
foreign, federal, state and local laws, regulations, and ordinances (including
applicable permits thereunder) applicable to any property, or any Environmental
Claim asserted against the Borrower, any of its Subsidiaries or any property at
any time owned or operated by the Borrower or any of its Subsidiaries,
including, in each case, without limitation, the reasonable fees and
disbursements of counsel and other consultants incurred in connection with any
such investigation, litigation or other proceeding (but excluding any losses,
liabilities, claims, damages, penalties, actions, judgments, suits, costs,
disbursements or expenses to the extent incurred by reason of the gross
negligence or willful misconduct of the Person to be indemnified). To the extent
that the undertaking to indemnify, pay or hold harmless the Administrative Agent
or any Lender set forth in the preceding sentence may be unenforceable because
it violates any law or public policy, the Borrower shall make the maximum
contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law.

            13.02 RIGHT OF SETOFF. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Lender is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to any
Subsidiary or the Borrower or to any other Person, any such notice being hereby
expressly waived, to set off and to appropriate and apply any and all deposits
(general or special) and any other Indebtedness at any time held or owing by
such Lender (including, without limitation, by branches and agencies of such
Lender wherever located) to or for the credit or the account of the Borrower or
any Subsidiary but in any event excluding assets held in trust for any such
Person against and on account of the Obligations and liabilities of the Borrower
or such Subsidiary, as applicable, to such Lender under this Agreement or under
any of the other Credit Documents, including, without limitation, all interests
in Obligations purchased by such Lender pursuant to Section 13.06(b), and all
other claims of any nature or description arising out of or connected


                                      -67-
<PAGE>

with this Agreement or any other Credit Document, irrespective of whether or not
such Lender shall have made any demand hereunder and although said Obligations,
liabilities or claims, or any of them, shall be contingent or unmatured.

            13.03 NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telexed, telegraphic or telecopier communication) and mailed,
telexed, telecopied or delivered: if to the Borrower, at the Borrower's address
specified under its signature below; if to any Lender, at its address specified
opposite its name on Schedule II below; and if to the Administrative Agent, at
its Notice Office; or, as to any other Credit Party, at such other address as
shall be designated by such party in a written notice to the other parties
hereto and, as to each Lender, at such other address as shall be designated by
such Lender in a written notice to the Borrower and the Administrative Agent.
All such notices and communications shall, (i) when mailed, be effective three
Business Days 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, except that notices and
communications to the Administrative Agent shall not be effective until received
by the Administrative Agent.

            13.04 BENEFIT OF AGREEMENT. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; PROVIDED, HOWEVER, that (i) no Credit Party may
assign or transfer any of its rights, obligations or interest hereunder or under
any other Credit Document without the prior written consent of the Lenders, (ii)
although any Lender may transfer, assign or grant participations in its rights
hereunder, such Lender shall remain a "Lender" for all purposes hereunder (and
may not transfer or assign all or any portion of its Commitments hereunder
except as provided in Section 13.04(b)) and the transferee, assignee or
participant, as the case may be, shall not constitute a "Lender" hereunder and
(iii) no Lender shall transfer or grant any participation under which the
participant shall have rights to approve any amendment to or waiver of this
Agreement or any other Credit Document except to the extent such amendment or
waiver would (x) extend the final scheduled maturity of any Loan or Note in
which such participant is participating, or reduce the rate or extend the time
of payment of interest or Commitment Commission thereon (except (m) in
connection with a waiver of applicability of any post-default increase in
interest rates and (n) that any amendment or modification to the financial
definitions in this Agreement shall not constitute a reduction in the rate of
interest for purposes of this clause (x)) or reduce the principal amount
thereof, or increase the amount of the participant's participation over the
amount thereof then in effect (it being understood that a waiver of any Default
or Event of Default or of a mandatory reduction in the Total Commitments shall
not constitute a change in the terms of such participation, and that an increase
in any Commitment or Loan shall be permitted without the consent of any
participant if the participant's participation is not increased as a result
thereof), (y) consent to the assignment or transfer by the Borrower of any of
its rights and obligations under this Agreement or (z) release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Credit Documents) securing the Loans hereunder in
which such participant is participating. In the case of any such participation,
the participant shall not have any rights under this Agreement or any of the
other Credit Documents (the


                                      -68-
<PAGE>

participant's rights against such Lender in respect of such participation to be
those set forth in the agreement executed by such Lender in favor of the
participant relating thereto) and all amounts payable by the Borrower hereunder
shall be determined as if such Lender had not sold such participation.

            (b) Notwithstanding the foregoing, any Lender (or any Lender
together with one or more other Lenders) may (x) assign all or a portion of its
Revolving Loan Commitment (and related outstanding Obligations hereunder), Term
Loan Commitment and/or its outstanding Term Loans to its (i) parent company
and/or any affiliate of such Lender which is at least 50% owned by such Lender
or its parent company or (ii) in the case of any Lender that is a fund that
invests in bank loans, any other fund that invests in bank loans and is managed
or advised by the same investment advisor of such Lender or by an Affiliate of
such investment advisor or (iii) to one or more Lenders or (y) assign with the
consent of the Borrower (which consent shall not be unreasonably withheld or
delayed) all, or if less than all, a portion equal to at least $5,000,000 in the
aggregate for the assigning Lender or assigning Lenders, of such Revolving Loan
Commitments, Term Loan Commitments and outstanding principal amount of Term
Loans hereunder to one or more Eligible Transferees (treating any fund that
invests in bank loans and any other fund that invests in bank loans and is
managed or advised by the same investment advisor of such fund or by an
Affiliate of such investment advisor as a single Eligible Transferee), each of
which assignees shall become a party to this Agreement as a Lender by execution
of an Assignment and Assumption Agreement, PROVIDED that (i) at such time
Schedule I shall be deemed modified to reflect the Commitments (and/or
outstanding Term Loans, as the case may be) of such new Lender and of the
existing Lenders, (ii) new Notes will be issued, at the Borrower's expense, to
such new Lender and to the assigning Lender upon the request of such new Lender
or assigning Lender, such new Notes to be in conformity with the requirements of
Section 1.05 (with appropriate modifications) to the extent needed to reflect
the revised Commitments (and/or outstanding Term Loans, as the case may be),
(iii) the consent of the Administrative Agent shall be required in connection
with any assignment pursuant to preceding clause (y) (which consent shall not be
unreasonably withheld or delayed), and (iv) the Administrative Agent shall
receive at the time of each such assignment, from the assigning or assignee
Lender, the payment of a non-refundable assignment fee of $3,000. To the extent
of any assignment pursuant to this Section 13.04(b), the assigning Lender shall
be relieved of its obligations hereunder with respect to its assigned
Commitments (it being understood that the indemnification provisions under this
Agreement (including, without limitation, Sections 1.09, 1.10, 4.04, 13.01 and
13.06) shall survive as to such assigning Lender). To the extent that an
assignment of all or any portion of a Lender's Commitments and related
outstanding Obligations pursuant to Section 1.12 or this Section 13.04(b) would,
at the time of such assignment, result in increased costs under Section 1.09,
1.10 or 4.04 from those being charged by the respective assigning Lender prior
to such assignment, then the Borrower shall not be obligated to pay such
increased costs (although the Borrower shall be obligated to pay any other
increased costs of the type described above resulting from changes after the
date of the respective assignment).

            (c) Nothing in this Agreement shall prevent or prohibit any Lender
from pledging its Loans and Notes hereunder to a Federal Reserve Bank in support
of borrowings made by such Lender from such Federal Reserve Bank and, with the
consent of the Administrative Agent, any


                                      -69-
<PAGE>

Lender which is a fund may pledge all or any portion of its Notes or Loans to a
trustee for the benefit of investors and in support of its obligation to such
investors.

            13.05 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the
part of the Administrative Agent or any Lender or any holder of any Note in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Borrower or any other Credit Party
and the Administrative Agent or any Lender or the holder of any Note shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Credit Document preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder or thereunder. The rights, powers and remedies herein or
in any other Credit Document expressly provided are cumulative and not exclusive
of any rights, powers or remedies which the Administrative Agent or any Lender
or the holder of any Note would otherwise have. No notice to or demand on any
Credit Party in any case shall entitle any Credit Party to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the Administrative Agent or any Lender or the holder of any Note to
any other or further action in any circumstances without notice or demand.

            13.06 PAYMENTS PRO RATA. (a) Except as otherwise provided in this
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of the Borrower in respect of any Obligations
hereunder, it shall distribute such payment to the Lenders (other than any
Lender that has consented in writing to waive its PRO RATA share of any such
payment) PRO RATA based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.

            (b) Each of the Lenders agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans or Commitment Commission, of a sum which with respect to the
related sum or sums received by other Lenders is in a greater proportion than
the total of such Obligation then owed and due to such Lender bears to the total
of such Obligation then owed and due to all of the Lenders immediately prior to
such receipt, then such Lender receiving such excess payment shall purchase for
cash without recourse or warranty from the other Lenders an interest in the
Obligations of the respective Credit Party to such Lenders in such amount as
shall result in a proportional participation by all the Lenders in such amount;
PROVIDED that if all or any portion of such excess amount is thereafter
recovered from such Lender, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.

            (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

            13.07 CALCULATIONS; COMPUTATIONS. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with generally accepted


                                      -70-
<PAGE>

accounting principles in the United States consistently applied throughout the
periods involved (except as set forth in the notes thereto or as otherwise
disclosed in writing by the Borrower to the Lenders). In addition, all
computations determining compliance with Sections 9.07 through 9.12, inclusive,
shall utilize accounting principles and policies in conformity with those used
to prepare the historical financial statements delivered to the Lenders for the
first fiscal year of the Borrower ended after the Initial Borrowing Date
pursuant to Section 8.01(b) (which principles and policies shall be generally
consistent with those used to prepare the historical financial statements
delivered to the Lenders pursuant to Section 7.05(a)) (with the foregoing
generally accepted accounting principles, subject to the preceding proviso,
herein called "GAAP"). Unless otherwise noted, all references in this Agreement
to "generally accepted accounting principles" shall mean generally accepted
accounting principles as in effect in the United States.

            (b) All computations of interest and Commitment Commission hereunder
shall be made on the basis of a year of 360 days for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest or Commitment Commission are payable.

            13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL. (A) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE
PROVIDED IN CERTAIN OF THE VESSEL MORTGAGES, BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT
OF LAWS RULES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN
THE CITY OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW
YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE BORROWER FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH
OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER
SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT
UNDER THIS AGREEMENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

            (B) THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF


                                      -71-
<PAGE>

VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE
COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

            (C) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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

            13.10 EFFECTIVENESS. This Agreement shall become effective on the
date (the "EFFECTIVE DATE") on which the Borrower, the Administrative Agent and
each of the Lenders who are initially parties hereto shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered the same to the Administrative Agent or, in the case of the Lenders,
shall have given to the Administrative Agent telephonic (confirmed in writing),
written or facsimile notice (actually received) at such office that the same has
been signed and mailed to it. The Administrative Agent will give the Borrower
and each Lender prompt written notice of the occurrence of the Effective Date.

            13.11 HEADINGS DESCRIPTIVE. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

            13.12 AMENDMENT OR WAIVER; ETC. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Lenders, PROVIDED that no such change, waiver, discharge or termination
shall, without the consent of each Lender (other than a Defaulting Lender) (with
Obligations being directly affected in the case of following clause (i)), (i)
extend the final scheduled maturity of any Loan or Note, extend the timing for
or reduce the principal amount of any Scheduled Repayment, or reduce the rate or
extend the time of payment of interest on any Loan or Note or Commitment
Commission (except (x) in connection with the waiver of applicability of any
post-default increase in interest rates and (y) any amendment or modification to
the financial definitions in this Agreement shall not constitute a reduction in
the rate of interest for purposes of this clause (i)), or reduce the principal
amount thereof (except to the extent repaid in cash), (ii) release all or
substantially all of the Collateral (except as expressly


                                      -72-
<PAGE>

provided in the Credit Documents) under all the Security Documents, (iii) amend,
modify or waive any provision of this Section 13.12, (iv) reduce the percentage
specified in the definition of Required Lenders (it being understood that, with
the consent of the Required Lenders, additional extensions of credit pursuant to
this Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the extensions of Term Loans and Commitments are
included on the Effective Date) or (v) consent to the assignment or transfer by
the Borrower of any of its rights and obligations under this Agreement; PROVIDED
FURTHER, that no such change, waiver, discharge or termination shall (w)
increase the Commitments of any Lender over the amount thereof then in effect
without the consent of such Lender (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default
or of a mandatory reduction in the Total Commitments shall not constitute an
increase of the Commitment of any Lender, and that an increase in the available
portion of any Commitment of any Lender shall not constitute an increase in the
Commitment of such Lender), (x) without the consent of the Administrative Agent,
amend, modify or waive any provision of Section 12 as same applies to the
Administrative Agent or any other provision as same relates to the rights or
obligations of the Administrative Agent, (y) without the consent of the
Collateral Agent, amend, modify or waive any provision relating to the rights or
obligations of the Collateral Agent or (z) without the consent of the Required
Lenders of each Tranche which is being allocated a lesser prepayment, repayment
or commitment reduction as a result of the actions described below, alter the
required application of any prepayments or repayments (or commitment
reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02
(excluding Section 4.02(b)) (although (A) the Required Lenders may waive, in
whole or in part, any such prepayment, repayment or commitment reduction (other
than a Scheduled Repayment), so long as the application, as amongst the various
Tranches, of any such prepayment, repayment or commitment reduction which is
still required to be made is not altered and (B) if additional Tranches of Term
Loans are extended after the Initial Borrowing Date with the consent of the
Required Lenders as required above, such Tranches may be included on a pro rata
basis in the various prepayments or repayments required pursuant to Sections
4.01 and 4.02 (excluding Section 4.02(b) and any section providing Scheduled
Repayments for any new Tranche of Term Loans).

            (b) If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by
clauses (i) through (v), inclusive, of the first proviso to Section 13.12(a),
the consent of the Required Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then the
Borrower shall have the right, so long as all non-consenting Lenders whose
individual consent is required are treated as described in either clauses (A) or
(B) below, to either (A) replace each such non-consenting Lender or Lenders (or,
at the option of the Borrower if the respective Lender's consent is required
with respect to less than all Tranches of Loans (or related Commitments), to
replace only the respective Tranche or Tranches of Commitments and/or Loans of
the respective non-consenting Lender which gave rise to the need to obtain such
Lender's individual consent) with one or more Replacement Lenders pursuant to
Section 1.12 so long as at the time of such replacement, each such Replacement
Lender consents to the proposed change, waiver, discharge or termination or (B)
terminate such non-consenting Lender's Revolving Loan Commitment (if such
Lender's consent is required as a result of its Revolving


                                      -73-
<PAGE>

Loan Commitment), and/or repay outstanding Term Loans and terminate any
outstanding Term Loan Commitments of such Lender which gave rise to the need to
obtain such Lender's consent, in accordance with Sections 3.02(b) and/or
4.01(iv), PROVIDED that, unless the Commitments are terminated, and Loans
repaid, pursuant to preceding clause (B) are immediately replaced in full at
such time through the addition of new Lenders or the increase of the Commitments
and/or outstanding Loans of existing Lenders (who in each case must specifically
consent thereto), then in the case of any action pursuant to preceding clause
(B) the Required Lenders (determined before giving effect to the proposed
action) shall specifically consent thereto, PROVIDED FURTHER, that in any event
the Borrower shall not have the right to replace a Lender, terminate its
Revolving Loan Commitment or Term Loan Commitment or repay its Loans solely as a
result of the exercise of such Lender's rights (and the withholding of any
required consent by such Lender) pursuant to the second proviso to Section
13.12(a).

            13.13 SURVIVAL. All indemnities set forth herein including, without
limitation, in Sections 1.09, 1.10, 4.04, 13.01 and 13.06 shall, subject to
Section 13.15 (to the extent applicable), survive the execution, delivery and
termination of this Agreement and the Notes and the making and repayment of the
Loans.

            13.14 DOMICILE OF LOANS. Each Lender may transfer and carry its
Loans at, to or for the account of any office, Subsidiary or Affiliate of such
Lender. Notwithstanding anything to the contrary contained herein, to the extent
that a transfer of Loans pursuant to this Section 13.14 would, at the time of
such transfer, result in increased costs under Section 1.09, 1.10 or 4.04 from
those being charged by the respective Lender prior to such transfer, then the
Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
transfer).

            13.15 LIMITATION ON ADDITIONAL AMOUNTS, ETC. Notwithstanding
anything to the contrary contained in Sections 1.09, 1.10 or 4.04 of this
Agreement, unless a Lender gives notice to the Borrower that it is obligated to
pay an amount under any such Section within one year after the later of (x) the
date the Lender incurs the respective increased costs, Taxes, loss, expense or
liability, reduction in amounts received or receivable or reduction in return on
capital or (y) the date such Lender has actual knowledge of its incurrence of
the respective increased costs, Taxes, loss, expense or liability, reductions in
amounts received or receivable or reduction in return on capital, then such
Lender shall only be entitled to be compensated for such amount by the Borrower
pursuant to said Section 1.09, 1.10 or 4.04, as the case may be, to the extent
the costs, Taxes, loss, expense or liability, reduction in amounts received or
receivable or reduction in return on capital are incurred or suffered on or
after the date which occurs one year prior to such Lender giving notice to the
Borrower that it is obligated to pay the respective amounts pursuant to said
Section 1.09, 1.10 or 4.04, as the case may be. This Section 13.15 shall have no
applicability to any Section of this Agreement other than said Sections 1.09,
1.10 and 4.04.

            13.16 CONFIDENTIALITY. (a) Subject to the provisions of clause (b)
of this Section 13.16, each Lender agrees that it will use its best efforts not
to disclose without the prior consent of the Borrower (other than to its
employees, auditors, advisors or counsel or to another Lender if the Lender or
such Lender's holding or parent company or board of trustees in its sole
discretion


                                      -74-
<PAGE>

determines that any such party should have access to such information, provided
such Persons shall be subject to the provisions of this Section 13.16 to the
same extent as such Lender) any information with respect to the Borrower or any
of its Subsidiaries which is now or in the future furnished pursuant to this
Agreement or any other Credit Document, PROVIDED that any Lender may disclose
any such information (a) as has become generally available to the public other
than by virtue of a breach of this Section 13.16(a) by the respective Lender,
(b) as may be required in any report, statement or testimony submitted to any
municipal, state or Federal regulatory body having or claiming to have
jurisdiction over such Lender or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or similar organizations (whether in the United
States or elsewhere) or their successors, (c) as may be required in respect to
any summons or subpoena or in connection with any litigation, (d) in order to
comply with any law, order, regulation or ruling applicable to such Lender, (e)
to the Administrative Agent or the Collateral Agent and (f) to any prospective
or actual transferee or participant in connection with any contemplated transfer
or participation of any of the Notes or Commitments or any interest therein by
such Lender, PROVIDED that such prospective transferee expressly agrees to be
bound by the confidentiality provisions contained in this Section 13.16.

            (b) The Borrower hereby acknowledges and agrees that each Lender may
share with any of its affiliates any information related to the Borrower or any
of its Subsidiaries (including, without limitation, any nonpublic customer
information regarding the creditworthiness of the Borrower or its Subsidiaries),
provided such Persons shall be subject to the provisions of this Section 13.16
to the same extent as such Lender.

            13.17 REGISTER. The Borrower hereby designates the Administrative
Agent to serve as the Borrower's agent, solely for purposes of this Section
13.17, to maintain a register (the "REGISTER") on which it will record the
Commitments from time to time of each of the Lenders, the Loans made by each of
the Lenders and each repayment and prepayment in respect of the principal amount
of the Loans of each Lender. Failure to make any such recordation, or any error
in such recordation shall not affect the Borrower's obligations in respect of
such Loans. With respect to any Lender, the transfer of the Commitments of such
Lender and the rights to the principal of, and interest on, any Loan made
pursuant to such Commitments shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to
ownership of such Commitments and Loans and prior to such recordation all
amounts owing to the transferor with respect to such Commitments and Loans shall
remain owing to the transferor. The registration of assignment or transfer of
all or part of any Commitments and Loans shall be recorded by the Administrative
Agent on the Register only upon the acceptance by the Administrative Agent of a
properly executed and delivered Assignment and Assumption Agreement pursuant to
Section 13.04(b). Coincident with the delivery of such an Assignment and
Assumption Agreement to the Administrative Agent for acceptance and registration
of assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning or transferor Lender shall surrender the Note
evidencing such Loan, and thereupon one or more new Notes in the same aggregate
principal amount shall be issued to the assigning or transferor Lender and/or
the new Lender. The Borrower agrees to indemnify the Administrative Agent from
and against any and all losses, claims, damages and liabilities of whatsoever
nature which may be imposed on, asserted against or incurred by the
Administrative


                                      -75-
<PAGE>

Agent in performing its duties under this Section 13.17, except to the extent
caused by the Administrative Agent's own gross negligence or willful misconduct.

            13.18 JUDGMENT CURRENCY. If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due from the Borrower hereunder or
under any of the Notes in the currency expressed to be payable herein or under
the Notes (the "specified currency") into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the specified currency with
such other currency at the Administrative Agent's New York office on the
Business Day preceding that on which final judgment is given. The obligations of
the Borrower in respect of any sum due to any Lender or the Administrative Agent
hereunder or under any Note shall, notwithstanding any judgment in a currency
other than the specified currency, be discharged only to the extent that on the
Business Day following receipt by such Lender or the Administrative Agent (as
the case may be) of any sum adjudged to be so due in such other currency such
Lender or the Administrative Agent (as the case may be) may in accordance with
normal banking procedures purchase the specified currency with such other
currency; if the amount of the specified currency so purchased is less than the
sum originally due to such Lender or the Administrative Agent, as the case may
be, in the specified currency, the Borrower agrees, to the fullest extent that
it may effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may
be, against such loss, and if the amount of the specified currency so purchased
exceeds the sum originally due to any Lender or the Administrative Agent, as the
case may be, in the specified currency, such Lender or the Administrative Agent,
as the case may be, agrees to remit such excess to the Borrower.

            13.19 LANGUAGE. All correspondence, including, without limitation,
all notices, reports and/or certificates, delivered by any Credit Party to the
Administrative Agent, the Collateral Agent or any Lender shall, unless otherwise
agreed by the respective recipients thereof, be submitted in the English
language or, to the extent the original of such document is not in the English
language, such document shall be delivered with a certified English translation
thereof.

                                * * *




                                      -76-
<PAGE>

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

                              GENERAL MARITIME CORPORATION,
                                   as Borrower

                              By
                                ------------------------------------------------
                                     Title:

                                 Address:
                                 Telephone:
                                 Facsimile:



                              With a copy to:
                              Kramer Levin Naftalis & Frankel LLP
                              919 Third Avenue
                              New York, NY  10022
                              Attention:  Thomas E. Molner, Esq.
                              Telephone:  (212) 715-9100
                              Facsimile:  (212) 715-8000



                              CHRISTIANIA BANK OG
                              KREDITKASSE ASA, NEW YORK BRANCH,
                              Individually and as Administrative

                                      Agent

                              By
                                -----------------------------------------------
                                     Title:

                              By
                                -----------------------------------------------
                                     Title:

                              COMMERZBANK AG,


                              By
                                -----------------------------------------------
                                     Title:

                              By
                                -----------------------------------------------
                                     Title:
<PAGE>

                              DEUTSCHE SCHIFFSBANK
                                 AKTIENGESELLSCHAFT,


                              By
                                -----------------------------------------------
                                     Title:

                              By
                                -----------------------------------------------
                                     Title:

                              ING BANK N.V.,


                              By
                                -----------------------------------------------
                                     Title:

                              By
                                -----------------------------------------------
                                     Title:

                              THE ROYAL BANK OF SCOTLAND PLC,


                              By
                                -----------------------------------------------
                                     Title:

                              By
                                -----------------------------------------------
                                     Title:

                              UNION BANK OF NORWAY,


                              By
                                -----------------------------------------------
                                     Title:

                              By
                                -----------------------------------------------
                                     Title:


<PAGE>

                              VEREINS UND WESTBANK AG,


                              By
                                -----------------------------------------------
                                     Title:

                              By
                                -----------------------------------------------
                                     Title:

                              DRESDNER BANK AG,


                              By
                                -----------------------------------------------
                                     Title:

                              By
                                -----------------------------------------------
                                     Title:

                              HAMBURGISCHE LANDESBANK
                                 GIROZENTRALE

                              By
                                -----------------------------------------------
                                     Title:

                              By
                                -----------------------------------------------
                                     Title:


<PAGE>

                            PLAN OF RECAPITALIZATION

The Borrower (referred to herein as "IPO-Co") shall undertake an initial public
offering (the "IPO") of its common stock (the "COMMON STOCK"). In connection
therewith, the Borrower has agreed to certain transactions described herein
(collectively, the "RECAPITALIZATION").

      1. ASSETS OF IPO-CO. Prior to the Recapitalization, IPO-Co will have no
substantial assets and no shares outstanding.

      2. ACQUISITION OF OLD GENERAL MARITIME. IPO-Co will acquire the capital
stock of General Maritime Corporation, a Marshall Islands corporation, the
corporate successor to old General Maritime Corporation, a New York corporation
("OLD GENMAR") for Common Stock.

      3. VESSEL ACQUISITION AGREEMENTS. Subject to Section 11, IPO-Co intends to
acquire 22 vessels (the "VESSELS") through three different types of agreement
(collectively, the "VESSEL ACQUISITION AGREEMENTS"):

            (i) EXCHANGING PARTNERSHIPS. Fourteen Vessels will be acquired
            indirectly through the acquisition of seven Cayman Islands limited
            partnerships (the "Exchanging Partnerships") and the companies
            directly or indirectly wholly-owned by Peter C. Georgiopoulos that
            act as general partners. These acquisitions will be accomplished by
            an exchange by each limited partner of each Exchanging Partnership
            of all of its partnership interests in the Exchanging Partnership
            and the exchange by Peter C. Georgiopoulos and companies owned by
            him (the "GENERAL PARTNER OWNERS") of all of the outstanding capital
            stock of the managing general partners and administrative general
            partners of the Exchanging Partnerships for Common Stock (the
            General Partner Owners and each such limited partner, collectively,
            the "EXCHANGING PARTNERS"). Set forth below is a list of the
            Exchanging Partnerships and the Vessels they own:

--------------------------------------------------------------------------------
EXCHANGING PARTNERSHIP                  VESSEL(S)
--------------------------------------------------------------------------------
Ajax Limited Partnership                GENMAR AGAMEMNON

                                        GENMAR AJAX

                                        GENMAR CONSTANTINE

                                        GENMAR MINOTAUR

--------------------------------------------------------------------------------
Ajax II L.P.                            GENMAR GABRIEL

                                        GENMAR MACEDON

                                        GENMAR SPARTIATE

                                        GENMAR ZOE

--------------------------------------------------------------------------------
Boss, L.P.                              GENMAR BOSS

                                        GENMAR SUN

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
General Maritime I, L.P.                ALTA
--------------------------------------------------------------------------------
General Maritime II, L.P.               GENMAR COMMANDER
--------------------------------------------------------------------------------
Harriet, L.P.                           HARRIET
--------------------------------------------------------------------------------
Pacific Tankship, L.P.                  GENMAR GEORGE

--------------------------------------------------------------------------------


            (ii) ACQUISITION OF WEXFORD VESSELS. Five Vessels owned by
            affiliates of Wexford Capital, LLC and commercially managed by Old
            Genmar (the "WEXFORD Vessels") will be acquired from the limited
            liability companies and limited partnerships which own them (the
            "WEXFORD SELLERS ") by acquisitions of five special purpose
            subsidiaries which directly own the Vessels. The following are the
            Wexford Vessels: the KENTUCKY, the WEST VIRGINIA, the GENMAR
            ALEXANDRA, the GENMAR HECTOR and the GENMAR PERICLES. IPO-Co will
            issue Common Stock and repay the Indebtedness which is secured by
            these Vessels as consideration; and

            (iii) ACQUISITION OF THE POST-CLOSING VESSELS. One Vessel, the
            STAVANGER PRINCE will be acquired from KS Stavanger Prince and two
            Vessels, the ANELLA and the ANJA (these three Vessels, the
            "POST-CLOSING VESSELS"), will be acquired from Blystad Shipholding
            Inc., Liberia (the "POST-CLOSING SELLERS") in exchange for Common
            Stock. IPO-Co will issue Common Stock and repay the Indebtedness
            which is secured by these Vessels to the extent provided in the
            Memorandum of Agreement for each such purchase as consideration.

The Exchanging Partnerships, the Wexford Sellers and the Post-Closing Sellers
are referred to herein as the "TRANSFERRING VESSEL OWNERS." The Exchanging
Partners, the Wexford Sellers, the Post-Closing Sellers and Peter C.
Georgiopoulos in respect of the Genmar Shares (as defined below) are referred to
herein as the "RECIPIENTS."

      4. RECAPITALIZATION CLOSING TIME. The time of closing of the
Recapitalization ("RECAPITALIZATION CLOSING TIME") will occur simultaneously
with the execution of a firm commitment underwriting agreement for the IPO (the
"UNDERWRITING AGREEMENT"), which is expected to be three days prior to the
closing of the IPO, except that the closing of the purchase of the special
purpose subsidiaries which directly own the Wexford Vessels will occur
simultaneously with the closing of the IPO, and the closing of the purchase of
the Post-Closing Vessels will occur thereafter once arrangements have been made
for inspection and delivery of the vessels.

      5. IPO TERMS. The Underwriting Agreement will specify a price per share to
the public in the IPO (the "IPO PRICE"). It shall also specify a total number of
shares of Common Stock to be outstanding immediately prior to the closing of the
IPO following completion of the acquisitions described in Sections 2 and 3 above
(the "RECAPITALIZATION SHARES"). The IPO Price will be determined by negotiation
between the representative of the underwriters and IPO-Co. A pricing committee
comprised solely of Peter C.


                                      -5-
<PAGE>

Georgiopoulos, Stephen Kaplan and Mark Polzin shall
approve in their sole discretion the IPO Price and the number of
Recapitalization Shares in writing prior to execution of the Underwriting
Agreement. In the event that Peter C. Georgiopoulos is unavailable, a substitute
designated by IPO-Co shall serve on the pricing committee. In the event that
Stephen Kaplan is unavailable, a substitute designated by Oaktree Capital
Management, LLC shall serve on the pricing committee. In the event that Mark
Polzin is unavailable, a substitute designated by Moreland Management Company
shall serve on the pricing committee. In connection with each such person's
service on the pricing committee, IPO-Co will indemnify such persons pursuant to
an indemnification agreement reasonably satisfactory to the pricing committee
members.

      6. DETERMINATION OF DISTRIBUTION OF THE RECAPITALIZATION SHARES. In each
case subject to procedures for avoidance of fractional shares pursuant to
Section 7 below and the provisions of Section 10 below, IPO-Co shall determine
the distribution of the Recapitalization Shares as follows:

            (i) Peter C. Georgiopoulos will receive a number of shares (the
            "GENMAR SHARES") in respect of Old Genmar equal to 10% of the excess
            of (A) the Recapitalization Shares over (B) a number of shares at
            the IPO Price equal to the Aggregate Vessel Relative Value.

            (ii) A number of shares of Common Stock (the "VESSEL OWNER PURCHASE
            PRICE") shall be allocated to each Transferring Vessel Owner based
            on the following calculation:

    Vessel Owner Purchase Price = AVAILABLE SHARES X OWNER VESSEL RELATIVE VALUE
                                  ----------------------------------------------
                                          Aggregate Vessel Relative Value

      As used in the foregoing equation:

      "AVAILABLE SHARES" means the total number of Recapitalization Shares minus
      the Genmar Shares.

      "OWNER VESSEL RELATIVE VALUE" means the aggregate Vessel Relative Value
      (as defined in Section 8 below) for the Vessel or Vessels owned directly
      or indirectly by the Transferring Vessel Owner for which the calculation
      is being made.

      "AGGREGATE VESSEL RELATIVE VALUE" means the aggregate Vessel Relative
      Value for all of the Vessels.

            (iii) In the case of Vessels transferred directly or indirectly by
            the Wexford Sellers and the Post-Closing Sellers, the Vessel Owner
            Purchase Price will be delivered to the Transferring Vessel Owner in
            accordance with Section 9 below. In the case of Vessels acquired by
            the acquisition of partnership interests of Exchanging Partnerships,
            the Vessel Owner Purchase Price shall be delivered to the Exchanging
            Partners on the same basis as if: (A) such shares had been delivered
            to the Exchanging Partnership in exchange for the assets and
            liabilities of the Exchanging Partnership reflected in the
            calculation of Vessel Relative Value; (B) the Exchanging Partnership
            had then dissolved (without establishment of any reserves
            thereunder); and (C) all partners of the Exchanging Partnership had
            agreed to distribute such shares on the same basis as cash would be
            distributed under the provisions of the applicable partnership
            agreement treating each such share as if it were an amount of cash
            equal to the IPO Price; provided


                                      -6-
<PAGE>

            that shares allocated to the managing general partner or the
            administrative general partner of the Exchanging Partnership shall
            be issued directly to the General Partner Owners.

      7. FRACTIONAL SHARES. IPO-Co may adjust the number of shares which would
otherwise be issued or delivered by IPO-Co or from an Escrow Account pursuant to
Section 6 or Section 9 so as to eliminate fractional shares and so as to ensure
that the number of shares outstanding following the distribution equals the
total pre-IPO capitalization authorized by the Board of Directors of IPO-Co and
set forth in the Underwriting Agreement and IPO-Co's public filings in
connection with the IPO. This may result in Recipients receiving, at the
discretion of IPO-Co, more or fewer shares (by a small number of shares or
fraction thereof) than they would otherwise receive pursuant to Section 6 and
Section 9. Any Recipient who would have been entitled to receive shares or
fractions thereof but for this Section shall receive a cash payment therefor
based on the IPO Price. Any Recipient who receives additional shares or
fractions thereof pursuant to this Section shall be required to pay for such
shares or fractions thereof in cash based on the IPO Price.

      8. CALCULATION OF VESSEL RELATIVE VALUE. Vessel Relative Value shall be
calculated as follows:

            (i) For each Vessel owned directly or indirectly by the Exchanging
            Partnerships and the Wexford Vessels, Vessel Relative Value shall
            equal the Appraised Value of such Vessel plus any Cash, Loans
            Receivable, Restricted Cash, Accounts Receivable, Due from
            Charterer, and Prepaid Expenses of the entities transferred
            (directly or indirectly) to IPO-Co pursuant to the Vessel
            Acquisition Agreement minus (A) any Accounts Payable and Accrued
            Interest Expense transferred (directly or indirectly) to IPO-Co
            pursuant to the Vessel Acquisition Agreement and (B) any
            Indebtedness transferred (directly or indirectly) to IPO-Co in the
            case of the Exchanging Partnerships and repaid by IPO-Co in the case
            of the Wexford Vessels. For the Post-Closing Vessels, Vessel
            Relative Value shall equal the Appraised Value of the Vessel minus
            any Indebtedness repaid or to be repaid by IPO-Co in connection with
            the acquisition of the Vessel and any other cash paid to or for the
            account of the applicable Post-Closing Seller in respect of the
            Vessel at the closing of the Vessel.

            (ii) The "APPRAISED VALUE" means, for each Vessel, an amount to be
            conclusively determined (absent manifest error) by IPO-Co's
            calculation of the average of three valuations of each Vessel
            obtained by IPO-Co as of March 31, 2001 from Braemar Shipbrokers
            Ltd., Mallory, Jones, Lynch, Flynn & Assoc. Inc. and Fearn Sale.

            (iii) "ACCOUNTS PAYABLE," " ACCOUNTS RECEIVABLE," "ACCRUED INTEREST
            EXPENSE," "CASH," "DUE FROM Charterer," "INDEBTEDNESS," "LOANS
            RECEIVABLE," "PREPAID EXPENSES" "RESTRICTED CASH" each have the
            meanings provided therefor in accordance with U.S. generally
            accepted accounting principles as applied by IPO-Co consistent with
            its financials as set forth in the Prospectus for its IPO. Such
            amounts shall be calculated as of the Recapitalization Closing Time
            as finally


                                      -7-
<PAGE>

            reviewed by Deloitte & Touche LLP, IPO-Co's auditors in accordance
            with AICPA standards.

      9. DETERMINATION AND DELIVERY OF VESSEL OWNER PURCHASE PRICE.

      A.    RECAPITALIZATION CLOSING TIME AND THE ESCROW ACCOUNTS.

            (i)   Prior to the Recapitalization Closing Time, IPO-Co shall make
                  a preliminary estimate (the "PRELIMINARY CALCULATION") of
                  Vessel Owner Purchase Price for each Transferring Vessel Owner
                  and the number of shares of Common Stock to which each
                  Recipient is entitled. For this purpose, calculations of
                  Accounts Payable, Accounts Receivable, Accrued Interest
                  Expense, Cash, Due from Charterer, Indebtedness, Loans
                  Receivable, Prepaid Expenses, and Restricted Cash shall take
                  into account the most recent financials of the Transferring
                  Vessel Owners and the appraisals of the relevant Vessels at
                  March 31, 2001. The Preliminary Calculations shall be set
                  forth in a certificate of IPO-Co and shall be final, binding
                  and conclusive for purposes of the Recapitalization Closing
                  Time.

            (ii)  At the Recapitalization Closing Time, IPO-Co shall deliver a
                  certificate evidencing the Recapitalization Shares to an
                  escrow agent (the "ESCROW AGENT") who shall hold such shares
                  for delivery as provided herein.

            (iii) The Escrow Agent will establish four accounts (the "ESCROW
                  ACCOUNTS ") and IPO-Co will instruct the Escrow Agent to place
                  in each account the number of shares provided for herein in a
                  sub-account for the account of each Recipient. The first
                  account (the "POST-CLOSING VESSEL ACCOUNT") shall consist of
                  shares to which the Post-Closing Sellers will be entitled upon
                  closing of the acquisition of the Post-Closing Vessels
                  following the Recapitalization Closing Time. The second
                  account (the "PURCHASE PRICE CALCULATION ACCOUNT") shall
                  consist of 10% of the shares to which the Recipients are
                  entitled at the Recapitalization Closing Time or for the
                  Wexford Vessels and the Post-Closing Vessels the closing of
                  the relevant Vessel Acquisition Agreement and will be
                  distributed in connection with the Calculation (as defined
                  below). The third account (the "INDEMNITY ACCOUNT") will
                  consist of 10% of the shares to which the Recipients other
                  than the Post-Closing Sellers are entitled at the
                  Recapitalization Closing Time or for the Wexford Vessels at
                  the closing of the Vessel Acquisition Agreement for the
                  Wexford Vessels and shall be available to satisfy
                  indemnification obligations under the Vessel Acquisition
                  Agreements. The fourth account (the "COLLAR ACCOUNT") will
                  consist of the Collar Shares (as defined below) and will be
                  distributed in connection with the Final Collar Certificate
                  (as defined in Annex A-1). IPO-Co shall cause the Escrow Agent
                  to deliver certificates evidencing the remainder of the
                  Recapitalization Shares other than Shares in the Post-Closing
                  Vessel Account to the Recipients other than the Post-Closing
                  Sellers as promptly as practicable and in any event no later
                  than 30 days following the


                                      -8-
<PAGE>

                  Recapitalization Closing Time in accordance with the
                  Preliminary Calculation.

            (iv)  In the event that the Vessel Acquisition Agreement for
                  purchase of any Wexford Vessel or Post-Closing Vessel is
                  terminated without the closing of any Vessel thereunder, (1)
                  IPO-Co shall instruct the Escrow Agent to deliver the shares
                  of Common Stock which would otherwise be deliverable hereunder
                  in respect of such Vessel to IPO-Co and (2) Peter C.
                  Georgiopoulos will return to IPO-Co a portion of the Genmar
                  Shares equal to the total number of Genmar Shares multiplied
                  by a fraction, the numerator of which is the number of shares
                  described under the preceding clause (1), and the denominator
                  of which is the total Available Shares.

      B.    POST-CLOSING TIME ADJUSTMENT AND SETTLEMENT OF PURCHASE PRICE
            CALCULATION ACCOUNTS .

            (i)   Following the Recapitalization Closing Time, IPO-Co shall
                  recalculate the amounts set forth in (A)(i) above using
                  amounts for Cash, Loans Receivable, Restricted Cash, Accounts
                  Receivable, Due from Charterer, Indebtedness, Prepaid
                  Expenses, Accrued Interest Expense and the Appraised Value in
                  each case as of the Recapitalization Closing Time as
                  calculated and reviewed by Deloitte & Touche LLP, IPO-Co's
                  auditors in accordance with AICPA standards (the
                  "CALCULATION").

            (ii)  No later than 90 days following the Recapitalization Closing
                  Time, IPO-Co shall deliver to each Recipient a certificate
                  (the "CALCULATION CERTIFICATE") setting forth the Calculation
                  and the number of shares of Common Stock to which such
                  Recipient is entitled based thereon. The Calculation
                  Certificate shall be calculated and reviewed by Deloitte &
                  Touche LLP in accordance with AICPA standards and shall be the
                  final, conclusive and binding determination of the matters set
                  forth therein except to the extent a matter set forth therein
                  is the subject of a dispute in accordance with Annex A-1.

            (iii) If the number of shares as set forth in the Final Calculation
                  Certificate (as defined in Annex A-1) for a Recipient exceeds
                  the number of shares previously delivered to (and held in
                  Escrow Accounts in respect of) such Recipient, then the Escrow
                  Agent shall deliver according to the instructions of (and
                  place in appropriate Escrow Accounts, in accordance with the
                  last sentence of clause B(v) below, in respect of) such
                  Recipient a number of shares such that the number of shares
                  delivered to (and placed in Escrow Accounts in respect of)
                  such Recipient is in accordance with clause (B)(i) above,
                  taking into account the Final Calculation Certificate.

            (iv)  If the number of shares as set forth in the Final Calculation
                  Certificate for a Recipient is less than the number of shares
                  previously delivered to (or held in the appropriate
                  sub-account of the Purchase Price Calculation Account (or
                  other account as set forth in clause (v) in respect of) such
                  Recipient, then such Recipient shall deliver to the Escrow
                  Agent for


                                      -9-
<PAGE>

                  redelivery to Recipients entitled to additional shares under
                  clause (B)(iii) above (and IPO-Co may instruct the Escrow
                  Agent to remove from the appropriate sub-account of the
                  Purchase Price Calculation Account (or other account as set
                  forth in clause (v) and to redeliver) a number of shares such
                  that the number of shares delivered to (and held back in
                  respect of) such Recipient is in accordance with clause (B)(i)
                  above, taking into account the Final Calculation Certificate.

            (v)   Shares to be delivered by a Recipient under clause (B)(iv)
                  above will be provided first from the Recipient's sub-account
                  in the Purchase Price Calculation Account. Such shares shall
                  next be provided from shares held in any sub-Escrow Accounts
                  of such Recipient other than the Purchase Price Calculation
                  Account which exceed the amount required to be held in such
                  account in accordance with clause (B)(iv) above. IPO-Co may
                  instruct the Escrow Agent to release and deliver shares in
                  accordance with the preceding two sentences. After all of the
                  shares required to be delivered by a Recipient pursuant to
                  clause (B)(iv) have been delivered, IPO-Co shall instruct
                  Escrow Agent to release (1) any shares remaining in the
                  appropriate sub-account of the Purchase Price Calculation
                  Account and (2) any shares in any sub-Escrow Account other
                  than the Purchase Price Calculation Account which exceed the
                  amount required to be held in such sub-account in accordance
                  with clause (B)(iv) above, and deliver such shares in
                  accordance with the instructions of such Recipient. In the
                  event that a Recipient is entitled to additional shares
                  pursuant to clause (B)(iii) above, an appropriate portion of
                  such shares shall be delivered into the Recipient's
                  sub-account of the Indemnity Account, the Collar Account and
                  the Post-Closing Vessel Account, in each case if applicable,
                  for such Recipient and IPO-Co may instruct the Escrow Agent to
                  so deliver such shares.

      C.    COLLAR CALCULATION AND SETTLEMENT OF THE COLLAR ACCOUNT.

            (i)   This Section 9(C) applies only to the Exchanging Partners of
                  the Exchanging Partnerships. No later than 45 days following
                  the Collar Calculation Date (as defined below), IPO-Co shall
                  provide a certificate (a "COLLAR CERTIFICATE") recalculating
                  the number of shares to which each Recipient who is a General
                  Partner Owner or a limited partner of an Exchanging
                  Partnership is entitled (but not recalculating the aggregate
                  number of shares allocated in respect of an Exchanging
                  Partnership), as provided in clause (A)(i) above as modified
                  by clause (B) above with the sole alteration to such
                  calculation being the use of the Recalculation Price in place
                  of the IPO Price for purposes of Section 6(iii) only (the
                  "COLLAR ADJUSTMENT"). The Collar Certificate shall be provided
                  to each Recipient that was an Exchanging Partner. Such amounts
                  shall be calculated and reviewed by Deloitte & Touche LLP in
                  accordance with AICPA standards and shall be final and
                  conclusive except to the extent a matter set forth therein is
                  the subject of a dispute in accordance with Annex A-1.

                                      -10-
<PAGE>

            (ii)  If the number of shares as set forth in the Final Collar
                  Certificate for a Recipient exceeds the number of shares
                  previously delivered to (and held back in respect of) such
                  Recipient, IPO-Co shall instruct the Escrow Agent to deliver
                  from the sub-account of the Collar Account for such Recipient
                  according to the instructions of such Recipient (or to any
                  remaining sub-Escrow Account in respect of such Recipient) a
                  number of shares such that the number of shares delivered to
                  (and held back in respect of) such Recipient is in accordance
                  with clause (A)(i) above as modified by clause (B) above with
                  the sole alteration to such calculation being the use of the
                  Collar Adjustment.

            (iii) If the number of shares as set forth in the Final Collar
                  Certificate for a Recipient is less than the number of shares
                  previously delivered to (and held back in respect of) such
                  Recipient, IPO-Co shall instruct the Escrow Agent to remove
                  from the Recipient's sub-account of the Collar Account and
                  redeliver to Recipients entitled to additional shares pursuant
                  to clause (C)(ii) above a number of shares such that the
                  number of shares delivered to (and held back in respect of)
                  such Recipient is in accordance with clause (A)(i) above as
                  modified by clause (B) above with the sole alteration to such
                  calculation being the use of the Collar Adjustment, provided
                  that any adjustment reducing shares for the account of a
                  Recipient in connection with the Final Collar Certificate will
                  be made solely from shares in the Recipient's sub-account of
                  the Collar Account after adjustment in respect of the Final
                  Calculation Certificate.

            (iv)  The provisions of clauses (C)(ii) and (C)(iii) shall be
                  implemented separately with respect to the General Partner
                  Owners (a) as Recipients for shares they are entitled to
                  receive in respect of their capital contributions to the
                  Exchanging Partnerships; and (b) as Recipients for any
                  additional shares they are entitled to receive other than in
                  respect of their capital contributions to the Exchanging
                  Partnerships.

            (v)   If pursuant to clause (C)(iii), a Recipient is required to
                  return shares to the Escrow Agent for redelivery pursuant to
                  clause (C)(ii), then IPO-Co shall instruct Escrow Agent to
                  remove shares from the Indemnity Account or the Purchase Price
                  Calculation Account of such Recipient (if still in place)
                  which exceed the amount which would have been required to be
                  held in such account in accordance with clause (A)(iii) above
                  had the calculation in clause (A)(iii) been made on the basis
                  of the Final Collar Certificate and release them for delivery
                  as instructed by Recipient. After all of the shares required
                  to be delivered by a Recipient pursuant to clause (C)(iii)
                  have been delivered, IPO-Co shall instruct Escrow Agent to
                  release any shares remaining in the Collar Account for such
                  Recipient in accordance with the instructions of such
                  Recipient. In the event that a Recipient is entitled to
                  additional shares pursuant to clause (C)(ii) above, an
                  appropriate portion of such shares shall be delivered into the
                  Indemnity Account, the Purchase Price Calculation Account and
                  the Post-Closing Vessel Account, in each


                                      -11-
<PAGE>

                  case if applicable, for such Recipient and IPO-Co may instruct
                  the Escrow Agent to so deliver such shares.

            (vi)  As used herein, "COLLAR SHARES" means (a) as to each limited
                  partner of an Exchanging Partnership and as to each General
                  Partner Owner but only to the extent of any shares they are
                  entitled to receive in respect of capital contributions to an
                  Exchanging Partnership, a number of shares of Common Stock
                  equal to the excess of (1) the number of shares of Common
                  Stock to which such Recipient is entitled under Section 6(iii)
                  in respect of such Exchanging Partnership (as to the General
                  Partner Owners in respect of such capital contributions) over
                  (2) the number of shares of Common Stock to which such
                  Recipient would have been so entitled had the IPO Price been
                  the actual IPO Price plus $5.00 and (b) as to the General
                  Partner Owners in respect of shares they are entitled to
                  receive other than in respect of capital contributions, a
                  number of shares of Common Stock equal to the excess of (1)
                  the number of shares of Common Stock to which the General
                  Partner Owners are entitled under Section (6)(iii) as managing
                  general partners based on a percentage of shares distributed
                  to such limited partners over (2) the number of shares of
                  Common Stock to which the General Partner Owners would have
                  been so entitled had the IPO Price been the actual IPO Price
                  minus $5.00.

            (vii) As used herein, "COLLAR CALCULATION DATE" means the earlier to
                  occur of (a) the closing date of an underwritten public
                  offering in which (together with all prior registered public
                  offerings of the Company) limited partners of the Exchanging
                  Partnerships have sold an aggregate of at least one third of
                  the shares of Common Stock issued to them or deposited in an
                  escrow account on their behalf in the Recapitalization and (b)
                  the first anniversary of the Recapitalization Closing Time.

            (viii)As used herein, "RECALCULATION PRICE" means the value per
                  share of Common Stock determined as follows: (a) if the Collar
                  Calculation Date is determined by clause (a) of the definition
                  thereof, the price to the public in the public offering
                  closing on the Collar Calculation Date and (b) if the Collar
                  Calculation date is determined by clause (b) of the definition
                  thereof, (1) if the Common Stock is listed on a national
                  securities exchange or admitted to unlisted trading privileges
                  on such exchange or listed for trading on the Nasdaq Stock
                  Market, the Recalculation Price shall be the average of the
                  last reported sale price of the Common Stock on such exchange
                  or market on the last twenty (20) trading days ending on the
                  Collar Calculation Date (or the trading day immediately prior
                  thereto if the Collar Calculation Date is not a trading day),
                  or if no such sale is made on any such day, the average
                  closing bid and asked prices for such day on such exchange or
                  market (in each case rounded to the nearest penny); or (2) if
                  the Common Stock is not so listed or admitted to unlisted
                  trading privileges and bid and asked prices are not so
                  reported, an amount, not less than book value per share of
                  Common Stock at the end of the most recent


                                      -12-
<PAGE>

                  fiscal year of IPO-Co ending prior to the Collar Calculation
                  Date, determined in good faith and in such reasonable manner
                  as may be prescribed by the Board of Directors of IPO-Co;
                  PROVIDED that in no event shall the Recalculation Price be
                  more than $5.00 greater or less than the actual IPO Price.

      D. PAYMENTS FROM INDEMNITY ACCOUNT AND GENERAL PARTNER OWNERS.

            (i)   This Section 9(D) applies only to the Exchanging Partners of
                  an Exchanging Partnership which are required to make payments
                  from the Indemnity Account in respect of a breach by the
                  Exchanging Partnership of a representation, warranty or
                  covenant of the Exchanging Partnership pursuant to the Vessel
                  Acquisition Agreement to which it is a party as set forth in
                  Article 4, Article 10, or elsewhere in such Vessel Acquisition
                  Agreement (an "Indemnity Payment"). The purpose of this
                  Section 9(D) is to reallocate the shares of Common Stock
                  distributed in respect of such Exchanging Partnership among
                  its Exchanging Partners so that each of them will receive the
                  same number of shares they would have received if the total
                  number of shares previously delivered by IPO-Co in respect of
                  such Exchanging Partnership had been reduced by the Indemnity
                  Payment. This Section 9(D) does not apply to indemnification
                  obligations arising from the breach of any representation,
                  warranty, or covenant under a Vessel Acquisition Agreement by
                  an individual Exchanging Partner.

            (ii)  In the event that an Indemnity Payment is required in respect
                  of an Exchanging Partnership, IPO-Co shall recalculate the
                  number of shares to be distributed to the Exchanging Partners
                  of such Exchanging Partnership pursuant to Section 6(iii) as
                  adjusted to date under this Section 9 as if the Vessel Owner
                  Purchase Price for such Exchanging Partnership had been
                  reduced by the amount of such Indemnity Payment. If the number
                  of shares distributed to (or held in the Indemnity Account
                  sub-account in respect of) the General Partner Owner for such
                  Exchanging Partnership prior to such Indemnity Payment (other
                  than in respect of its capital contributions to such
                  Exchanging Partnership) exceeds the number of shares which
                  would be distributed to (or held in the Indemnity Account
                  sub-account in respect of) the General Partner Owner for such
                  Exchanging Partnership after such recalculation (other than in
                  respect of its capital contributions to such Exchanging
                  Partnership), such General Partner Owner shall deliver to
                  IPO-Co a number of shares equal to such excess. Such shares
                  shall be taken first from the sub-account of the Indemnity
                  Account of such General Partner Owner in respect of such
                  Exchanging Partnership; and then delivered by such General
                  Partner directly. If such General Partner or its affiliate
                  transferees no longer hold sufficient shares of Common Stock
                  to make such delivery, they shall deliver cash at the IPO
                  Price.

            (iii) IPO-Co shall distribute the shares or cash received from such
                  General Partner Owner pursuant to the preceding clause (ii)
                  among the limited


                                      -13-
<PAGE>

                  partner Exchanging Partners and the General Partner Owner in
                  respect of its capital contributions to such Exchanging
                  Partnership in accordance with Section 6(iii) as adjusted to
                  date under this Section 9 as if the Vessel Owner Purchase
                  Price for such Exchanging Partnership had been reduced by the
                  amount of the Indemnity Payment.

            (iv)  Regardless of whether clauses (ii) and (iii) apply, after
                  making any Indemnity Payment, IPO-Co shall instruct the Escrow
                  Agent to reallocate the shares in the Indemnity Account from
                  which such Indemnity Payment was made as if the Vessel Owner
                  Purchase Price for such Exchanging Partnership had been
                  reduced by the amount of such Indemnity Payment. If shares
                  have been distributed under clause (iii) above, such
                  reallocation shall take account of such distribution.

            (v)   The calculations and determinations required by this Section
                  9(D) shall be set forth in a certificate of IPO-Co which shall
                  be reviewed by Deloitte & Touche LLP i n accordance with AICPA
                  standards and provided to each Exchanging Partner of the
                  relevant Exchanging Partnership. Such certificate shall be
                  final and conclusive except to the extent a matter set forth
                  therein is the subject of a dispute in accordance with Annex
                  A-1.

      E. PAYMENTS FROM THE POST-CLOSING VESSEL ACCOUNT. Upon the closing of the
      purchase of each Post-Closing Vessel, IPO-Co shall instruct the Escrow
      Agent to deliver a certificate evidencing the shares allocated to the
      Post-Closing Seller in respect of such Post-Closing Vessel under Section
      9(A)(i) to such Post-Closing Seller; provided that 10% of such shares
      shall be placed in such Post-Closing Seller's sub-account of the Purchase
      Price Calculation Account.

      F.    SPLITS AND ADJUSTMENTS.

            (i)   In the event of a split, reverse split, distribution of
                  securities, recapitalization, merger, consolidation or similar
                  event relating to the Common Stock prior to the completion of
                  the calculations and distributions required by this Section 9,
                  the Board of Directors of IPO-Co shall adjust the calculations
                  provided hereby in such manner as they determine to be
                  equitable in the circumstances and in keeping with the
                  arrangements provided for herein.

            (ii)  All shares issued pursuant to this Section 9 shall be subject
                  to adjustment pursuant to Section 7 and any issuance of shares
                  under this Section 9 is subject to the terms of Section 10.

      10. LIMITED POWER TO SUBSTITUTE. In any case where this Plan of
Recapitalization requires IPO-Co or the Escrow Agent to deliver Common Stock to
a Recipient, IPO-Co may, at its election, substitute cash at the IPO price for
up to 5% of the Common Stock to which a Recipient would otherwise be entitled if
such substitution would result in the shares held by a shareholder constituting
less than 5% of the value of the outstanding shares of stock (and/or the amount
of outstanding shares of stock held by all holders of 5% of such shares either
aggregating less than 50% of such shares or materially reducing the risk of
aggregating more than 50% of


                                      -14-
<PAGE>

such shares) for purposes of Section 883 of the Internal Revenue Code of 1986,
as amended (the "Code"), or 10% of the voting stock (and/or the amount of shares
of voting stock held by all holders of 10% of such shares either aggregating
less than 50% of such shares or materially reducing the risk of aggregating more
than 50% of such shares) for purposes of the determination of whether IPO-Co is
a " controlled foreign corporation" as defined under Section 957 of the Code. In
making these calculations IPO-Co may assume completion of the computations
provided for in Section 9(C) on the basis of any Recalculation Price no more
than $5.00 greater or less than the actual IPO Price.

      11. TERMINATION OF ONE OR MORE ACQUISITION AGREEMENTS OR ELIMINATION OF
ONE OR MORE VESSELS. To the extent (and only to the extent) expressly provided
for under the terms and conditions of each Acquisition Agreement, IPO-Co may, in
its discretion, terminate one or more Acquisition Agreements as a whole or
terminate the acquisition of one or more Vessels under such Acquisition
Agreement. In such event, the calculations provided hereunder shall be made as
if such Acquisition Agreement or Vessel or Vessels had not been reflected
herein.


                                      -15-
<PAGE>

                                                                         ANNEX A

                                                                       ANNEX A-1



      Any Recipient entitled to receive IPO-Co's Calculation Certificate,
IPO-Co's Collar Certificate or the certificate required by Section 9(D) of Annex
A (each a "CERTIFICATE") may contest any matter set forth therein but only if
(i) such Recipient provides IPO-Co written notice of the matters Recipient
contests setting forth in reasonable detail the nature and basis of such
disagreement and the Recipient's proposed adjustment(s) (a "DISPUTE NOTICE")
within 30 days after the delivery of the Certificate to Recipient and (ii) if
the Dispute Notice relates to a matter which is common to all partners of an
Exchanging Partnership rather than to a particular partner or partners of an
Exchanging Partnership, it is signed by limited partners who held, immediately
prior to the Recapitalization, in excess of 50% of the limited partnership
interests therein and names a person who may act on behalf of all such limited
partners to resolve such disagreement. If one or more Recipients timely provide
Dispute Notices in accordance with the preceding sentence, the representatives
of the Recipients providing the notice and IPO-Co shall meet promptly and
attempt in good faith to resolve any differences. If such persons cannot
mutually resolve such disagreement within 10 days after the date of the Dispute
Notice, such dispute promptly shall be submitted for resolution to a
recognizable and reputable certified public accounting firm that is mutually
acceptable to IPO-Co and the Recipients providing the Dispute Notice. Such
accounting firm promptly shall resolve the matters that are in disagreement
among the parties with respect to the IPO-Co's Certificate as set forth in the
Dispute Notice in accordance with the terms of the Plan of Recapitalization, and
promptly shall deliver its determination in writing to IPO-Co and the Recipients
who delivered such Dispute Notice. The fees and expenses of such accounting firm
shall be borne by IPO-Co and such Recipients pro rata based on a fraction, the
numerator of which shall be the difference between the adjustment that is
awarded by such accounting firm from the adjustment set forth in the IPO-Co's
Certificate as to the portion to be borne by IPO-Co and the difference between
the adjustment that is awarded by such accounting firm from the adjustment set
forth in the Dispute Notice as to the portion to be borne by the Recipients
delivering such Dispute Notice (who shall bear such cost among themselves
jointly and severally or in such fashion as they decide in writing among
themselves). The denominator of such fraction shall be the difference between
the adjustment set forth in IPO-Co's Certificate and the adjustment set forth in
the Dispute Notice. The determination of such accounting firm shall be final,
conclusive and binding upon the Recipients and IPO-Co. Any matter set forth in a
Certificate as to which a Dispute Notice is not provided timely and in
accordance with the first sentence of this Annex A-1 shall be determined on a
final, conclusive and binding basis by the Certificate. Any matter set forth in
a Certificate which is the subject of a Dispute Notice so delivered shall be
determined on such a basis as provided in this Annex A-1. The matters set forth
in the Calculation Certificate and the Collar Certificate, in each case once
determined on a final, conclusive and binding basis are referred to herein as
the "FINAL CALCULATION CERTIFICATE" and the "FINAL COLLAR CERTIFICATE"
respectively.


<PAGE>

                                                                      SCHEDULE I
<TABLE>
<CAPTION>

                                    COMMITMENTS

                                  Term        Revolving
                                  LOAN          LOAN
LENDER                         COMMITMENT    COMMITMENT       TOTALS
------                         ----------    ----------       ------
<S>                            <C>           <C>              <C>
Christiania Bank OG            $________     $________        $ 45,000,000
Kreditkasse, ASA, New York
Branch

Hamburgische Landesbank                                       $ 40,000,000
Girozentrale

The Royal Bank of Scotland                                    $ 40,000,000
Plc

Commerzbank AG                                                $ 30,000,000

Deutsche Schiffsbank                                          $ 30,000,000

Aktiengesellschaft                                            $ 30,000,000

ING Bank N.V.                                                 $ 30,000,000

Union Bank of Norway                                          $ 30,000,000

Vereins und Westbank AG                                       $ 30,000,000

Dresdner Bank AG                                              $ 25,000,000

Totals                        $200,000,000  $100,000,000    $300,000,000
                              ============  ============    ============
</TABLE>

<PAGE>

                                                                     Schedule II

                                LENDER ADDRESSES

CHRISTIANIA BANK OG KREDITKASSE,          Co-Arranger
ASA, NEW YORK BRANCH
11 West 42nd Street, 7th Floor
New York, NY  10036
Attn:   Mr. Hans Chr. Kjelsrud
Telephone:  212-827-4814
Facsimile:    212-827-4888

COMMERZBANK AG                            Co-Arranger
Schauenburgerstrasse 49
20095 Hamburg, Germany
Attn:  Mr. Stefan E. Kuch
Telephone:  49-40-3683-4062
Facsimile:    49-40-3683-4068

DEUTSCHE SCHIFFSBANK                      Co-Arranger
AKTIENGESELLSCHAFT
Domshof 17
28195 Bremen, Germany
Attn:  Mr. Malte Schulte-Trux
Telephone:  49-421-3609 249
Facsimile:    49-421-323539

HAMBURGISCHE LANDESBANK                   Co-Arranger
GIROZENTRALE
Gerhart-Hauptmann-Platz 50
20095 Hamburg, Germany
Attn:  Ms. Uta Urbaniak
Telephone:  49-40-3333-1769
Facsimile:    49-40-3333-3069

ING BANK N.V.                             Co-Arranger
c/o 4th Floor  60 London Wall
London EC2M 5TQ, England
Attn:  Mr. Hugh Baker
Telephone:  44-207-767-1992
Facsimile:    44-207-767-7252

THE ROYAL BANK OF SCOTLAND PLC            Co-Arranger
5-10 Great Tower Street
London EC3P 3HX, England
Attn:  Mr. Graham Locker
Telephone:  44-20-7615 4637
Facsimile:    44-20-7283-7538

<PAGE>

                                                                     Schedule II
                                                                          Page 2


UNION BANK OF NORWAY                      Co-Arranger
Kirkegt. 18
0107 Oslo, Norway
Attn:  Mr. Hans Jacob N0rregaard
Telephone:  47-22-319331
Facsimile:    47-22-319830

VEREINS UND WESTBANK AG                   Co-Arranger
22 Alter Wall
20457 Hamburg, Germany
Attn:  Ms. Susanne Mertens
Telephone:  49-40-3692-3716
Facsimile:    49-40-3692 3696

DRESDNER BANK AG
Jungfernstieg 22
20349 Hamburg, Germany
Attn:  Mr. Daming Qian
Telephone:  49-40-3501 4012
Facsimile:    49-40-3501 4007



<PAGE>

                                                                    SCHEDULE III

                                MORTGAGED VESSELS

NAME                   OWNER                 ID NUMBER            REGISTRY
----                   -----                 ---------            --------