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                                                               HK DRAFT 06/08/01
                                                                     Exhibit H-1
                                                         to the Credit Agreement



                                     FORM OF

                               EARNINGS ASSIGNMENT

                                    [VESSEL]
                            Official Number [NUMBER]


                  THIS EARNINGS ASSIGNMENT, dated [DATE], is given by
[SHIPOWNER], a [PLACE OF INCORPORATION] corporation (the "Assignor"), in
favor of CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH ("CBK"), a
banking association organized and existing under the laws of the Kingdom of
Norway, not in its individual capacity, but solely as trustee (together with
its successors in trust and assigns, the "Trustee") pursuant to that certain
Master Vessel and Collateral Trust Agreement dated [CLOSING DATE] (as the
same may be amended, supplemented or otherwise modified from time to time,
the "Master Vessel Trust Agreement") between CHRISTIANIA BANK OG KREDITKASSE
ASA, NEW YORK BRANCH, as Collateral Agent for the Secured Creditors referred
to therein, and CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH, as
Trustee (the "Assignee"). Except as otherwise defined herein, capitalized
terms used herein and defined in the Credit Agreement (as defined below)
shall be used herein as so defined.

                                    RECITALS

                  A. The Assignor is the sole owner of the [COUNTRY FLAG]
flag vessel [VESSEL], Official Number [NUMBER], (the "Vessel").

                  B. General Maritime Corporation, a Marshall Islands
corporation (the "Borrower") has entered into a Credit Agreement dated as of
[DATE] (as the same may be amended, supplemented or otherwise modified from
time to time, the "Credit Agreement") among CBK, as Administrative Agent,
Syndication Agent and Lead Arranger (the "Agent") and each of the other
lenders from time to time parties thereto (each a "Lender" and collectively
the "Lenders"), providing for loans to the Borrower in the principal amount
of up to Three Hundred Million United States Dollars (US $300,000,000) (as
defined in the Credit Agreement, the "Loan").

                  C. The Assignor is a wholly-owned subsidiary of the
Borrower. The Borrower may at any time and from time to time on and after the
date hereof enter


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into, or guaranty the obligations of the Assignor or one or more other or any
of their respective subsidiaries under, one or more Interest Rate Protection
Agreements or Other Hedging Agreements with respect to the Borrower's
obligations under the Credit Agreement, with one or more Secured Creditors;
each such Interest Rate Protection Agreement, as amended, modified, restated
and/or supplemented from time to time, is herein called an "Interest Rate
Protection Agreement," and each such Other Hedging Agreement, as amended,
modified, restated and/or supplemented from time to time, is herein called an
"Other Hedging Agreement.")

                  D. The Assignor has entered into the Subsidiaries Guaranty
and the Pledge Agreement in favor of the Lenders, pursuant to which the
Assignor has guaranteed and secured, as the case may be, (i) all obligations
of the Borrower under the Credit Agreement and the other Credit Documents to
which it is a party, and (ii) all obligations of the Borrower, the Assignor,
the other Pledgors and their respective subsidiaries under each Interest Rate
Protection Agreement and each Other Hedging Agreement, and the Assignor has
granted the Assignee a First Preferred [COUNTRY FLAG of VESSEL] Mortgage to
secure its obligations under the Subsidiaries Guaranty and the other Credit
Documents to which it is a party.

                  E. It is a condition to the obligation of the Lenders to
advancing funds to the Borrower under the Credit Agreement that the Assignor
enters into this Assignment as security for its obligations under the
Subsidiaries Guaranty and the other Credit Documents to which it is a party.

                  NOW, THEREFORE, the parties hereto agree as follows:

                  SECTION 1. As security for all amounts due and to become
due to the Secured Creditors, the Agent, the Pledgee, the Collateral Agent,
the Assignee and the Mortgagee under the Subsidiaries Guaranty and the other
Credit Documents, including without limitation:

                  (i) the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations,
         liabilities and indebtedness (including, without limitation, principal,
         premium, interest, fees and indemnities (including, without limitation,
         all interest that accrues after the commencement of any case,
         proceeding or other action relating to the bankruptcy, insolvency,
         reorganization or similar proceeding of the Assignor at the rate
         provided for in the respective documentation, whether or not a claim
         for post-petition interest is allowed in any such proceeding)) of the
         Assignor to the Lender Creditors (as defined in the Pledge Agreement),
         whether now existing or hereafter incurred under, arising out of, or in
         connection with, the Credit Agreement and the other Credit Documents to
         which the Assignor is a party and the due performance and compliance by
         the Assignor with all of the terms, conditions and agreements contained
         in the Credit Agreement and in such other Credit Documents (all such
         obligations,

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         liabilities and indebtedness under this clause (i), except to the
         extent consisting of obligations, liabilities or indebtedness with
         respect to Interest Rate Protection Agreements or Other Hedging
         Agreements, being herein collectively called the "Credit Document
         Obligations");

                  (ii) the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations,
         liabilities and indebtedness (including, without limitation, all
         interest that accrues after the commencement of any case, proceeding or
         other action relating to the bankruptcy, insolvency, reorganization or
         similar proceeding of any Assignor at the rate provided for in the
         respective documentation, whether or not a claim for post-petition
         interest is allowed in any such proceeding) owing by such Assignor to
         the Other Creditors (as defined in the Pledge Agreement) under, or with
         respect to (including, in the case of each Assignor that is a
         Subsidiary Guarantor, all such obligations, liabilities and
         indebtedness of such Assignor under the Subsidiaries Guaranty), any
         Interest Rate Protection Agreement or Other Hedging Agreement, whether
         such Interest Rate Protection Agreement or Other Hedging Agreement is
         now in existence or hereafter arising, and the due performance and
         compliance by such Assignor with all of the terms, conditions and
         agreements contained therein (all such obligations, liabilities and
         indebtedness described in this clause (ii) being herein collectively
         called the "Other Obligations");

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

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

                  (v) all amounts paid by the Assignee as to which the Assignee
         has the right to reimbursement hereunder or under the Mortgage;

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

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the Assignor hereby grants, sells, conveys, assigns, transfers, mortgages and
pledges to the Assignee, and unto the Assignee's successors and assigns, all
its right, title, interest, claim and demand in and to, and hereby also
grants unto the Assignee a security interest in and to (the following clauses
(i) through (v), collectively, the "Earnings Collateral") (i) the earnings of
the Vessel, including, but not limited to, all freight, hire and passage
moneys, proceeds of off-hire insurance, any other moneys earned and to be
earned, due or to become due, or paid or payable to, or for the account of,
the Assignor, of whatsoever nature, arising out of or as a result of the
ownership, use, operation or management by the Assignor or its agents of the
Vessel, (ii) all moneys and claims for moneys due and to become due to the
Assignor under and all claims for damages arising out of the breach (or
payments for variation or termination) of any charter, or contract relating
to or under which is employed the Vessel, any and all other present and
future charter parties, contracts of affreightment, and operations of every
kind whatsoever of the Vessel, and in and to any and all claims and causes of
action for money, loss or damages that may now and hereafter accrue or belong
to the Assignor, its successors or assigns, arising out of or in any way
connected with the present or future ownership, use, operation or management
of the Vessel or arising out of or in any way connected with the Vessel,
(iii) all moneys and claims for moneys due and to become due to the Assignor,
and all claims for damages, in respect of the actual or constructive total
loss of or requisition of use of or title to the Vessel, (iv) all moneys and
claims for moneys due in respect of demurrage or detention and (v) any
proceeds of any of the foregoing.

                  SECTION 2. (a) The Assignor covenants that (i) it will have
all the earnings and other moneys hereby assigned paid over promptly to such
Concentration Account as the Collateral Agent may specify in writing from
time to time; (ii) it will promptly notify in writing substantially in the
form of Exhibit B hereto, and deliver a duplicate copy of such notice to the
Assignee, each of the Assignor's agents and representatives into whose hands
or control may come any earnings and moneys hereby assigned, informing each
such person of this Assignment and instructing such addressee to remit
promptly to such Concentration Account all earnings and moneys hereby
assigned which may come into such person's hands or control and to continue
to make such remittances until such time as such person may receive written
notice or instructions to the contrary directly from the Assignee; and (iii)
it will instruct each such person to acknowledge directly to the Assignee
receipt of the Assignor's written notification and the instructions.

                  SECTION 3. Anything herein contained to the contrary
notwithstanding, the Assignee, or its respective successors and assigns,
shall have no obligation or liability under any agreement, including any
charter or contract of affreightment by reason of or arising out of this
Assignment, or out of any Charter Assignment (as defined below) made pursuant
to Section 6 hereof, and the Assignee, or its respective successors and
assigns, shall not be required or obligated in any manner to perform or
fulfill any obligations of the Assignor under or pursuant to any

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agreement, including any charter or contract of affreightment or to make any
payment or to make any inquiry as to the nature or sufficiency of any payment
received by it or to present or file any claim, or to take any other action
to collect or enforce the payment of any amounts which may have been assigned
to it or to which it may be entitled hereunder at any time or times.

                  SECTION 4. The Assignor hereby constitutes the Assignee,
its successors and assigns, its true and lawful attorney-in-fact,
irrevocably, with full power, in the name of the Assignor or otherwise, upon
the occurrence and continuance of a Default or an Event of Default, to ask,
require, demand, receive, compound and give acquittance for any and all
moneys and claims for moneys due and to become due, property and rights
hereby assigned, to endorse any checks or other instruments or orders in
connection therewith and to file any document or to take any action or
institute any proceedings which the Assignee and its successors and assigns
may reasonably deem necessary or advisable in the premises.

                  SECTION 5. The powers and authorities granted to the
Assignee and its successors or assigns herein have been given for valuable
consideration and are hereby declared to be irrevocable.

                  SECTION 6. The Assignor hereby agrees that at any time and
from time to time, upon entering into any charter or contract of
affreightment or other agreement for employment of the Vessel of whatsoever
nature for a period of twelve (12) months or longer including permitted
extensions and renewals, it will promptly and duly execute and deliver to and
in favor of the Assignee at the cost and expense of the Assignor a Charter
Assignment in respect of such charter to the Assignee substantially in the
form attached as Exhibit A hereto (the "Charter Assignment") and it will
promptly execute and deliver any and all such further instruments and
documents as the Assignee, and its successors or assigns, may reasonably
require in order to obtain the full benefits of this Assignment, the Charter
Assignment and of the rights and powers herein and therein granted. The
Assignor covenants to use its best efforts to obtain the consent of the
charterer under said charter to the Charter Assignment pursuant to the terms
of the Charter Assignment or in other form and substance reasonably
satisfactory to the Assignee.

                  SECTION 7. The Assignor warrants and represents that it has
not assigned or pledged the rights, title and interest assigned hereunder to
anyone other than the Assignee. The Assignor hereby covenants that, without
the prior written consent thereto of the Assignee, so long as this Assignment
shall remain in effect, it will not assign or pledge the whole or any part of
the rights, title and interest hereby assigned to anyone other than the
Assignee, and it will not take or omit to take any action, the taking or
omission of which might result in an alteration or impairment of this
Assignment, or of any of the rights created by this Assignment.

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                  SECTION 8. The Assignor hereby appoints the Assignee as its
attorney-in-fact to execute on the Assignor's behalf and file any financing
statements or continuation statements under the Uniform Commercial Code or
papers of similar purpose or effect in respect of this Assignment.

                  SECTION 9. The Assignor agrees that at any time and from
time to time, upon the written request of the Assignee, the Assignor will
promptly and duly execute and deliver any and all further instruments and
documents as the Assignee may deem desirable in obtaining the full benefits
of this Assignment.

                  SECTION 10. THIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL 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). This Assignment shall not be amended and/or varied except by agreement
in writing signed by the parties hereto.

                  SECTION 11. Any notice, demand or other communication to be
given under or for the purposes of this Assignment shall be made as provided
in Section 13.03 of the Credit Agreement or Section 4 of Article IV of the
Mortgage.

                  SECTION 12. This Assignment may be executed in any number
of counterparts each of which shall be an original, but all such counterparts
shall together constitute one and the same instrument.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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                  IN WITNESS WHEREOF, the Assignor has duly executed this
instrument as of the day and year first above written.

                                         [SHIPOWNER],
                                          as Assignor,


                                         By __________________________________
                                            Name:
                                            Title:


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                                                                    Exhibit A to
                                                             EARNINGS ASSIGNMENT


                                    [Form of]

                               CHARTER ASSIGNMENT

                                       No.

                                    [VESSEL]
                            Official Number [NUMBER]


                  [SHIPOWNER], a [PLACE OF INCORPORATION] corporation (the
"Assignor"), refers to an Earnings Assignment, dated [DATE] (the "Earnings
Assignment") given by the Assignor in favor of, CHRISTIANIA BANK OG
KREDITKASSE ASA, NEW YORK BRANCH, a banking association organized and
existing under the laws of the Kingdom of Norway (the "Assignee"), not in its
individual capacity, but solely as agent on behalf of the Lenders, pursuant
to the Credit Agreement, wherein the Assignor agreed to enter into a Charter
Assignment in the event the Assignor entered into any charter or contract of
affreightment or other agreement for employment of the Vessel for a period of
twelve (12) months or longer including permitted extensions and renewals.

                  The Assignor represents that it has entered into a charter
dated ___________ between the Assignor and __________________ (the
"Charterer"), a true and complete copy of which is attached hereto (the
"Charter"), and agrees that Section 1 of the Earnings Assignment is hereby
amended to add to the description of collateral contained in said Section all
of the Assignor's right, title and interest in and to the Charter, all
earnings and freights thereunder, and all amounts due the Assignor
thereunder, and the Assignor does hereby grant, sell, convey, assign,
transfer, mortgage and pledge to the Assignee, and unto the Assignee's
successors and assigns, all its right, title, interest, claim and demand in
and to, and hereby does also grant unto the Assignee, a security interest in
and to, the Charter and all claims for damages arising out of the breach of
and rights to terminate the Charter, and any proceeds of any of the foregoing.

                  The Assignor hereby warrants that the Assignor will
promptly give notice to the Charterer of the Earnings Assignment as provided
by Section 6 of the Earnings Assignment and the Assignor will use its best
efforts to obtain the consent of the Charterer as evidenced by the execution
by the Charterer of the Charterer's Consent and Agreement in the form
attached hereto as Annex 1.

                  The Assignor reconfirms that the Earnings Assignment
including all of the rights and liabilities, covenants and obligations
therein remains in full force and effect.


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                  Terms used herein and not otherwise defined herein are used
as defined in, or by reference in, the Earnings Assignment.

                  The Assignor hereby agrees that so long as this Charter
Assignment is in effect it will not terminate said Charter, or amend, modify,
supplement, or waive any material term of said Charter in a manner adverse to
the Assignee, in each case without first obtaining the written consent of the
Assignee therefor. The Assignor hereby agrees to notify the Assignee in
writing of any arbitration.

                  No amendment or modification of the Charter, and no
consent, waiver or approval with respect thereto shall be valid unless joined
in, in writing, by the Assignee. No notice, request or demand under the
Charter, shall be valid as against the Assignee unless and until a copy
thereof is furnished to the Assignee.

                  IN WITNESS WHEREOF, the Assignor has caused this Charter
Assignment No. ___ to be duly executed this _____ day of ________________.

                                         [SHIPOWNER],
                                          as Assignor



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

                                      2


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                                                                      Annex I to
                                                                    Exhibit A to
                                                             EARNINGS ASSIGNMENT


                                    [Form of]

                        CHARTERER'S CONSENT AND AGREEMENT

                                    No. _____

                                    [VESSEL]
                            Official Number [NUMBER]


                  The undersigned, charterer of the [COUNTRY] flag vessel
[VESSEL] pursuant to a time charter-party dated [DATE OF TIME CHARTER PARTY]
(the "Charter"), does hereby acknowledge notice of the assignment by the
Assignor of all the Assignor's right, title and interest in and to the
Charter to CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH, as agent
(the "Assignee"), pursuant to a Charter Assignment dated [DATE] and an
Earnings Assignment dated [DATE] (as the same may be amended, supplemented or
otherwise modified from time to time, the "Assignment"), consents to such
assignment, and agrees that, it will make payment of all moneys due and to
become due under the Charter, without setoff or deduction for any claim not
arising under the Charter, and notwithstanding the existence of a default or
event of default by the Assignor under the Charter, direct to the Assignee or
such account specified by the Assignee at such address as the Assignee shall
request the undersigned in writing until receipt of written notice from the
Assignee that all obligations of the Assignor to it have been paid in full.

                  The undersigned agrees that it shall look solely to the
Assignor for performance of the Charter and that the Assignee shall have no
obligation or liability under or pursuant to the Charter arising out of the
Assignment, nor shall the Assignee be required or obligated in any manner to
perform or fulfill any obligations of the Assignor under or pursuant to the
Charter. Notwithstanding the foregoing, if in the sole opinion of the
Assignee an Event of Default under the Credit Agreement (as defined in or by
reference in the Assignment) shall have occurred and be continuing, the
undersigned agrees that the Assignee shall have the right, but not the
obligation, to perform all of the Assignor's obligations under the Charter as
though named therein as owner.

                  The undersigned agrees that it shall not seek the recovery
of any payment actually made by it to the Assignee pursuant to this
Charterer's Consent and Agreement once such payment has been made. This
provision shall not be construed to relieve the Assignor of any liability to
the Charterer.


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                  The undersigned hereby waives the right to assert against
the Assignee, as assignee of the Assignor, any claim, defense, counterclaim
or setoff that it could assert against the Assignor under the Charter.

                  The undersigned agrees to execute and deliver, or cause to
be executed and delivered, upon the written request of the Assignee any and
all such further instruments and documents as the Assignee may deem desirable
for the purpose of obtaining the full benefits of this Assignment and of the
rights and power herein granted.

                  The undersigned agrees that no amendment, modification or
alteration of the terms or provisions of the Charter shall be made unless the
same shall be consented to in writing by the Assignee.

                  The undersigned hereby confirms that the Charter is a
legal, valid and binding obligation, enforceable against it in accordance
with its terms.

Dated: _________________


                                         [CHARTERER],
                                          as Charterer



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

                                      2


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                                                                    Exhibit B to
                                                             EARNINGS ASSIGNMENT


                          FORM OF NOTICE OF ASSIGNMENT


                  The undersigned, [__________________], the Owner of the
[__________] flag vessel "[___________]", hereby gives you notice that by an
Earnings Assignment dated as of [________________], entered into by us with
CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH in its capacity as
Trustee for certain Lenders (hereinafter called the "Assignee"), a copy of
which is attached hereto, there has been assigned by us to the Assignee all
earnings effected and to be effected in respect of the said vessel.

                                         [__________________]
                                                Owner,


                                         By: ____________________________
                                         Name:
                                         Title:


Dated:  _________________