**Exhibit10.35**

SECOND AMENDMENTAND CONSENT TO THE CREDIT AGREEMENT

SECOND AMENDMENT ANDCONSENT TO THE CREDIT AGREEMENT (this “Second Amendment”), dated as ofFebruary 16, 2007 among GENERAL MARITIME CORPORATION, a Marshall Islandscorporation (the “Borrower”), the lenders party from time to time to theCredit Agreement referred to below (the “Lenders”), and NORDEA BANKFINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “AdministrativeAgent”) and as Collateral Agent. Unless otherwise defined herein, capitalized terms used herein anddefined in the Credit Agreement are used herein as therein defined.

WITNESSETH :

WHEREAS, the Borrower,the Lenders and the Administrative Agent have entered into a Credit Agreement,dated as of October 26, 2005 (as amended, modified or supplemented from time totime, the “Credit Agreement”);

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

NOW, THEREFORE, it isagreed;

# A.                                   Amendmentsto the Credit Agreement

## 1.          Section 4.02(b) of the CreditAgreement is hereby amended by deleting the table appearing therein andinserting the table below in lieu thereof:

| **Scheduled Commitment Reduction Date** | ** ** | **Amount** | ** **  |
|--------------------------------------------------------|------------|------------|-------------|
| October 26, 2009                                       |       | $          | 50,062,500  |   |
| April 26, 2010                                         |       | $          | 50,062,500  |   |
| October 26, 2010                                       |       | $          | 50,062,500  |   |
| April 26, 2011                                         |       | $          | 50,062,500  |   |
| October 26, 2011                                       |       | $          | 50,062,500  |   |
| April 26, 2012                                         |       | $          | 50,062,500  |   |
| Maturity Date                                          |       | $          | 599,625,000 |   |
|                                                   |       |       |        |

 

## 2.          Section 8.01(d) is hereby amended bydeleting the existing text of the first sentence thereof and replacing in lieuthereof the following new text:

“As soon asavailable but not more than 45 days after the commence­ment of each fiscal yearof the Borrower beginning with its fiscal year commencing on January 1, 2006, abudget of 

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

## 3.          Section 9.03(iii) of the CreditAgreement is hereby amended by replacing the existing text thereof in itsentirety and replacing in lieu thereof the following new text:

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

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

(B)           no Default or Event of Default hasoccurred and is continuing (or would arise after giving effect thereto) at thetime of declaration of such Dividends,

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

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

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

## 4.          Section 9.03(iv) of the CreditAgreement is hereby amended by replacing the existing text thereof in itsentirety and replacing in lieu thereof the following new text:

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

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

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

“(v)  theBorrower may make, pay or declare the Special Dividend provided that, (A) suchSpecial Dividend is paid within 90 days of the declaration thereof; (B) noDefault or Event of Default has occurred and is continuing (or would ariseafter giving effect thereto) at the time of declaration or payment of suchSpecial Dividend, and (C) on or prior to the payment of such Special Dividend,the Borrower shall deliver to the Administrative Agent an officer’s certificatesigned by the Chief Financial Officer of the Borrower, certifying that therequirements set forth in clauses (A) through (B) are satisfied and settingforth the calculation of the amount of the Special Dividend.”.

## 6.          Section 9.07 of the Credit Agreementis hereby amended by deleting the existing text in its entirety and insertingin lieu thereof the following new text:

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

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

## 7.             Section9.08 of the Credit Agreement is hereby amended by inserting “ended on or priorto March 31, 2007” immediately following the phrase “fiscal quarter” appearingtherein.

## 8.             Section9.09 of the Credit Agreement is hereby amended by deleting the existing text inits entirety and inserting in lieu thereof the following new text:

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

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

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

10.                  Section 11.01 of the Credit Agreement ishereby amended by inserting the following new definitions in appropriatealphabetical order:

 

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## “AdjustedConsolidated Working Capital” shall mean, at any time, Consolidated CurrentAssets (but excluding therefrom all cash and Cash Equivalents) lessConsolidated Current Liabilities at such time.

## “ConsolidatedCurrent Assets” shall mean, at any time, the consolidated current assets ofthe Borrower and its Subsidiaries at such time.

## “ConsolidatedCurrent Liabilities” shall mean, at any time, the consolidated currentliabilities of the Borrower and its Subsidiaries at such time, but excludingthe current portion of any Indebtedness under this Agreement and the currentportion of any other long-term Indebtedness which would otherwise be includedtherein.

## “ConsolidatedEBIT” shall mean, for any period, the Consolidated Net Income for suchperiod, before interest expense and provision for taxes based on income andwithout giving effect to any extraordinary gains or losses or gains or lossesfrom sales of assets other than inventory sold in the ordinary course ofbusiness.

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

## “CumulativeNet Excess Cash Flow” shall mean, at any date of determination, thecumulative amount of Excess Cash Flow from January 1, 2007 minus theaggregate amount of all Dividends paid pursuant to Section 9.03(iii)(D)(y).

## “ExcessCash Flow” shall mean, for any period (a) the sum of, without duplication,(i) Consolidated Net Income excluding any gains or losses arising from anyInterest Rate Protection Agreements for such period and (ii) the decrease, ifany, in Adjusted Consolidated Working Capital from the first day to the lastday of such period, minus (b) the sum of, without duplication, (i) theaggregate amount of all capital expenditures (including amounts paid for VesselAcquisitions) made by the Borrower and its Subsidiaries during such period(other than capital expenditures to the extent financed with equity proceeds,asset sale proceeds, insurance proceeds or Indebtedness), (ii) the aggregateamount of permanent principal payments of Indebtedness for borrowed money ofthe Borrower and its Subsidiaries during such period (other than (1) repaymentsmade with the proceeds of asset sales, sales or issuances of equity, insuranceor Indebtedness and (2) payments of Loans and/or other Obligations, providedthat repayments of Loans shall be deducted in determining Excess Cash Flow tothe extent such repayments were (x) required as a result of a ScheduledRepayment pursuant to Section 4.02(b) or (y) made as a voluntary prepayment pursuantto Section 4.01 with internally generated funds (but only to the extentaccompanied by a voluntary reduction to the Total Revolving Loan Commitment inan amount equal to such prepayment)), and (iii) the increase, if any, inAdjusted Consolidated Working Capital from the first day to the last day ofsuch period.

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

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## held bythe Borrower or its Subsidiaries on such date to Consolidated EBITDA for suchTest Period ending on such date.

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

## 11.        Schedule I of the Credit Agreement ishereby amended by deleting the existing Schedule I in its entirety andinserting Exhibit A attached hereto in lieu thereof.

# B.                                     Consent

## 1.          Notwithstanding anything to thecontrary contained in Section 9.02 of the Credit Agreement, the RequiredLenders hereby consent to the dissolution of the following SubsidiaryGuarantors (such Subsidiaries, the “Dissolving Subsidiaries”):

| Company Name              |   | Jurisdiction     |
|---------------------------|--------|------------------|
| GMR Alta LLC              |   | Liberia          |
| GMR Baltic LLC            |   | Liberia          |
| GMR Conqueror LLC         |   | Liberia          |
| GMR George LLC            |   | Liberia          |
| GMR Harriet LLC           |   | Liberia          |
| GMR Ocean LLC             |   | Liberia          |
| GMR Spirit LLC            |   | Liberia          |
|                      |   |             |
| GMR Ariston LLC           |   | Marshall Islands |
| GMR Boss                  |   | Marshall Islands |
| GMR Centaur LLC           |   | Marshall Islands |
| GMR Gabriel LLC           |   | Marshall Islands |
| GMR Macedon LLC           |   | Marshall Islands |
| GMR Malta LLC             |   | Marshall Islands |
| GMR Nestor LLC            |   | Marshall Islands |
| GMR Prometheus LLC        |   | Marshall Islands |
| GMR Sky LLC               |   | Marshall Islands |
| GMR Transporter LLC       |   | Marshall Islands |
| GMR Traveller LLC         |   | Marshall Islands |
| GMR Zoe LLC               |   | Marshall Islands |
|                      |   |             |
| GMR Pacific Limited       |   | Malta            |
| Genmar West Virginia Ltd. |   | Malta            |
| Genmar Kentucky Ltd.      |   | Malta            |

 

The Borrower herebyrepresents and warrants to the Lenders that the Dissolving Subsidiaries do notown any Vessels or material assets.

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# C.                                     MiscellaneousProvisions

## 1.          In order to induce the Lenders toenter into this Second Amendment, the Borrower hereby represents and warrantsto each of the Lenders that immediately after giving effect to this SecondAmendment (i) all of the representations and warranties contained in the CreditAgreement and in the other Credit Documents are true and correct in allmaterial respects on and as of the Second Amendment Effective Date (as definedbelow) (unless such representations and warranties relate to a specific earlierdate, in which case such representations and warranties shall be true andcorrect in all material respects as of such earlier date) and (ii) there existsno Default or Event of Default on the Second Amendment Effective Date.

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

## 3.          This Second Amendment may be executedin any number of counterparts and by the different parties hereto on separatecounterparts, each of which counterparts when executed and delivered shall bean original, but all of which shall together constitute one and the same instru­ment.  A complete set of counterparts executed byall the parties hereto shall be lodged with the Borrower and the AdministrativeAgent.

## 4.          **THIS SECONDAMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BECONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.**

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

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

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

### (iii)                               theAdministrative Agent shall have received a certificate, dated the SecondAmendment Effective Date, signed by an Authorized Officer, member or generalpartner of each Credit Party, and attested to by the secretary or any assistantsecretary (or, to the extent such Credit Party does not have a secretary orassistant secretary, the analogous Person within such Credit Party) of suchCredit Party, as the case may be, together with copies of the resolutions ofsuch Credit Party referred to in such certificate, and the foregoing shall bereasonably acceptable to the Administrative Agent;

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

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

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

### (vii)                           theAdministrative Agent shall have received from Dennis J. Reeder, Esq., specialMarshall Islands counsel to the Borrower and its Subsidiaries, an opinionaddressed to the Administrative Agent and each of the Lenders and dated theSecond Amendment Effective Date,  in formand substance satisfactory to the Administrative Agent, and covering suchmatters incident to this Amendment as the Administrative Agent may reasonablyrequest, including the Vessel Mortgage Amendments; and

### (viii)                        theBorrower shall have paid to the Administrative Agent and the Lenders allreasonable fees, costs and expenses (including without limitation, legal feesand expenses) payable to the Administrative Agent and the Lenders to the extentthen due.

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

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## 7.          From and after the Second AmendmentEffective Date, all references in the Credit Agreement and in the other CreditDocuments to the Credit Agreement shall be deemed to be references to theCredit Agreement as modified hereby.

*              *              *

 

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IN WITNESS WHEREOF, theundersigned have caused this Second Amendment to be duly executed and deliveredas of the date first above written.
|        |   | GENERAL MARITIME CORPORATION |
|--------|--------|------------------------------|
|   |   |                         |
|   |   |                         |
|   |   |                         |
|   |   | By:                          | /s/ John C. Georgiopoulos |   |
|   |   |                         | Name: John C. Georgiopoulos |
|   |   |                         | Title:  Executive  Vice President |

 

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|        |   | NORDEA BANK FINLAND PLC, NEW YORK BRANCH,  Individually and as Administrative Agent  |
|--------|--------|-------------------------------------------------------------------------------------------|
|   |   |                                                                                      |
|   |   |                                                                                      |
|   |   | By:                                                                                       | /s/ Hans Chr. Kjelsrud |
|   |   |                                                                                      | Name: Hans Chr. Kjelsrud |
|   |   |                                                                                      | Title:   Executive  Vice President |
|   |   |                                                                                      |
|   |   | By:                                                                                       | /s/ Colleen M. Durkin |
|   |   |                                                                                      | Name: Colleen Durkin |
|   |   |                                                                                      | Title:    Vice  President |

 

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|        |   | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | NAME OF INSTITUTION:                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
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|   |   | ALLIANCE & LEICESTER COMMERCIAL BANK PLC                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | By:                                                                                                                                                                                                                                                                                       | /s/ C.S. Jones |
|   |   |                                                                                                                                                                                                                                                                                      | Name:  C.S.  Jones |
|   |   |                                                                                                                                                                                                                                                                                      | Title:   Director  of Corporate & Structured Finance |

 

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|        |   | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | NAME OF INSTITUTION:                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
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|   |   | ALLIED IRISH BANKS PLC                                                                                                                                                                                                                                                                    |
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|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | By:                                                                                                                                                                                                                                                                                       | /s/ Raymond Blake |
|   |   |                                                                                                                                                                                                                                                                                      | Name:Raymond Blake |
|   |   |                                                                                                                                                                                                                                                                                      | Title:  Manager,  AIB |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | By:                                                                                                                                                                                                                                                                                       | /s/ Catherine Malee |
|   |   |                                                                                                                                                                                                                                                                                      | Name: Catherine Malee |
|   |   |                                                                                                                                                                                                                                                                                      | Title:   Manager,  AIB |

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|        |   | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
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|   |   |                                                                                                                                                                                                                                                                                      |
| :      |   | NAME OF INSTITUTION                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
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|   |   | THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | By:                                                                                                                                                                                                                                                                                       | /s/ Russel Parker |
|   |   |                                                                                                                                                                                                                                                                                      | Name: Russel Parker |
|   |   |                                                                                                                                                                                                                                                                                      | Title:   Senior  Director, Marine Finance |

 

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|        | SIGNATURE PAGE  TO THE SECOND AMENDMENT, DATED AS OF FEBRUARY 16, 2007, TO THE CREDIT  AGREEMENT, DATED AS OF OCTOBER 26, 2005, AMONG GENERAL MARITIME CORPORATION,  THE LENDERS PARTY THERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS  ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
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|   |                                                                                                                                                                                                                                                                                       |
|   | NAME OF  INSTITUTION:                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                       |
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|   | BAYERISCHE  HYPO-UND VEREINSBANK AG                                                                                                                                                                                                                                                        |
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|   | By:                                                                                                                                                                                                                                                                                        | /s/ Silvana  Nicolini |
|   |                                                                                                                                                                                                                                                                                       | Name: Silvana  Nicolini |
|   |                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                       |
|   | By:                                                                                                                                                                                                                                                                                        | /s/ Martin  Borchert |
|   |                                                                                                                                                                                                                                                                                       | Name: Martin  Borchert |

 

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|        |   | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
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|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | NAME OF  INSTITUTION:                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                      |
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|   |   | CITIBANK, N.A.                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | By:                                                                                                                                                                                                                                                                                       | /s/ Robert  Malleck |
|   |   |                                                                                                                                                                                                                                                                                      | Name: Robert  Malleck |
|   |   |                                                                                                                                                                                                                                                                                      | Title:   Vice  President |

 

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|        | SIGNATURE PAGE  TO THE SECOND AMENDMENT, DATED AS OF FEBRUARY 16, 2007, TO THE CREDIT  AGREEMENT, DATED AS OF OCTOBER 26, 2005, AMONG GENERAL MARITIME CORPORATION,  THE LENDERS PARTY THERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS  ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                       |
|   | NAME OF  INSTITUTION:                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                       |
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|   | CREDIT  INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                       |
|   | By:                                                                                                                                                                                                                                                                                        | /s/ Alex Aupoix |
|   |                                                                                                                                                                                                                                                                                       | Name: Alex  Aupoix |
|   |                                                                                                                                                                                                                                                                                       | Title:Vice  President |
|   |                                                                                                                                                                                                                                                                                       |
|   | By:                                                                                                                                                                                                                                                                                        | /s/ Adrienne  Molloy |
|   |                                                                                                                                                                                                                                                                                       | Name: Adrienne  Molloy |
|   |                                                                                                                                                                                                                                                                                       | Title:Vice  President |

 

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|        |   | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
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|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | NAME OF  INSTITUTION:                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
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|   |   | DANISH SHIP  FINANCE A/S                                                                                                                                                                                                                                                                  |
|   |   | (DANMARKS  SKIBSKREDIT A/S)                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | By:                                                                                                                                                                                                                                                                                       | /s/ Denis Donbo |
|   |   |                                                                                                                                                                                                                                                                                      | Name: Denis  Donbo |
|   |   |                                                                                                                                                                                                                                                                                      | Title:   Senior  Vice President |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | By:                                                                                                                                                                                                                                                                                       | /s/ Kate Nielsen |
|   |   |                                                                                                                                                                                                                                                                                      | Name: Kate  Nielsen |

 

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|        |   | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | DnB NOR BANK ASA                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | By:                                                                                                                                                                                                                                                                                       | /s/ Nikolai A.  Nachamkin |
|   |   |                                                                                                                                                                                                                                                                                      | Name: Nikolai A.  Nachamkin |
|   |   |                                                                                                                                                                                                                                                                                      | Title:   Senior  Vice President |
|   |   |                                                                                                                                                                                                                                                                                      |
|   |   | By:                                                                                                                                                                                                                                                                                       | /s/ Pal  Magnussen |
|   |   |                                                                                                                                                                                                                                                                                      | Name: Pal  Magnussen |
|   |   |                                                                                                                                                                                                                                                                                      | Title:   Vice  President |
|        |        |                                                                                                                                                                                                                                                                                           |  |  |

 

 

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|        | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                      |
|   | NAME OF INSTITUTION:                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   | DRESDNER BANK AG                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ Jens von Flave |
|   |                                                                                                                                                                                                                                                                                      |   |
|   |                                                                                                                                                                                                                                                                                      | Name: Jens von Flave |
|   |                                                                                                                                                                                                                                                                                      | Title:       Assistant  Manager |
|   |                                                                                                                                                                                                                                                                                      |   |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ Jurgen Polm |
|   |                                                                                                                                                                                                                                                                                      | Name: Jurgen Polm |
|   |                                                                                                                                                                                                                                                                                      | Title:       Head  of Credit Management: Ships & Yards |

 

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|        | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                      |
|   | FORTIS CAPITAL CORP.                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |   |
|   |                                                                                                                                                                                                                                                                                      |   |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ Svein Engh |
|   |                                                                                                                                                                                                                                                                                      | Name: Svein Engh |
|   |                                                                                                                                                                                                                                                                                      | Title:       Managing  Director |
|   |                                                                                                                                                                                                                                                                                      |   |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ Carl Rasmussen |
|   |                                                                                                                                                                                                                                                                                      | Name: Carl Rasmussen |
|   |                                                                                                                                                                                                                                                                                      | Title:       Senior  Vice President |

 

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|        | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   | HSH NORDBANK AG                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ Stefan Noll |
|   |                                                                                                                                                                                                                                                                                      | Name: Stefan Noll |
|   |                                                                                                                                                                                                                                                                                      | Title:       Vice  President |
|   |                                                                                                                                                                                                                                                                                      |   |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ Thorsten Lundius |
|   |                                                                                                                                                                                                                                                                                      | Name: Thorsten Lundius |
|   |                                                                                                                                                                                                                                                                                      | Title:       Vice  President |

 

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|        | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                      |
|   | NAME OF INSTITUTION:                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   | LLOYDS TSB BANK PLC                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ Anothony Stevens |
|   |                                                                                                                                                                                                                                                                                      | Name: Anthony Stevens |
|   |                                                                                                                                                                                                                                                                                      | Title:       Associate  Director, Portfolio Management |

 

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|        | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                      |
|   | NAME OF INSTITUTION:                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   | NATIXIS, FORMERLY KNOWN AS NATEXIS BANQUES  POPULAIRES                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                      |   |
|   |                                                                                                                                                                                                                                                                                      |   |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ Antoine Saint Olive |
|   |                                                                                                                                                                                                                                                                                      | Name: Antoine Saint Olive |
|   |                                                                                                                                                                                                                                                                                      |   |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ Michel Degermann |
|   |                                                                                                                                                                                                                                                                                      | Name: Michel Degermann |
|   |                                                                                                                                                                                                                                                                                      | Title:       Head  of Shipping Finance |

 

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|        | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                      |
|   | NAME OF INSTITUTION:                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   | THE ROYAL BANK OF SCOTLAND                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                      |   |
|   |                                                                                                                                                                                                                                                                                      |   |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ Adrian Meadows |
|   |                                                                                                                                                                                                                                                                                      | Name: Adrian Meadows |
|   |                                                                                                                                                                                                                                                                                      | Title:       Director,  Ship Finance Portfolio Management |

 

----

 
|        | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                      |
|   | NAME OF INSTITUTION:                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   | SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ S. Lewallen |
|   |                                                                                                                                                                                                                                                                                      | Name: S. Lewallen |
|   |                                                                                                                                                                                                                                                                                      | Title:       Global  Head |
|   |                                                                                                                                                                                                                                                                                      |   |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ J. Pratt |
|   |                                                                                                                                                                                                                                                                                      | Name: J. Pratt |
|   |                                                                                                                                                                                                                                                                                      | Title:       Client  Executive |

 

----

 
|        | SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF  FEBRUARY 16, 2007, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005,  AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK  FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                      |
|   | NAME OF INSTITUTION:                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   | SUMITOMO MITSUI BANKING CORPORATION                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                      |
|   | By:                                                                                                                                                                                                                                                                                       | /s/ Masakazu Hasegawa |
|   |                                                                                                                                                                                                                                                                                      | Name: Masakuza Hasegawa |
|   |                                                                                                                                                                                                                                                                                      | Title:       Joint  General Manager |

 

----

 
|        | Acknowledged and Agreed by:  GMR AGAMEMNON LLC,  GMR AJAX LLC,  GMR ALEXANDRA LLC,  GMR ARGUS LLC,  GMR CHALLENGER LLC,  GMR CHAMP LLC,  GMR COMMANDER LLC,  GMR CONSTANTINE LLC,  GMR DEFIANCE LLC,  GMR ENDURANCE LLC,  GMR GULF LLC,  GMR HARRIET G LLC,  GMR HECTOR LLC,  GMR HONOUR LLC,  GMR HOPE LLC,  GMR HORN LLC,  GMR KESTREL LLC,  GMR LEONIDAS LLC,  GMR MINOTAUR LLC,  GMR ORION LLC,  GMR PERICLES LLC,  GMR PHOENIX LLC,  GMR PRINCESS LLC,  GMR PROGRESS LLC,  GMR REVENGE LLC, |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | /s/ John C. Georgiopoulos |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Name:  John C.  Georgiopoulos |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Title:     Manager |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | /s/ Brian Kerr |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Name:  Brian Kerr |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Title:    Manager |

 

----

 
|        | GMR SPARTIATE LLC,  GMR SPYRIDON LLC,  GMR STAR LLC,  GMR STRENGTH LLC,  GMR SUN LLC,  GMR TRADER LLC,  GMR TRUST LLC,  GMR KARA G LLC,  as Guarantors |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                   |   |
|   | By:                                                                                                                                                    | /s/ John C. Georgiopoulos |
|   |                                                                                                                                                   | Name:  John C. Georgiopoulos |
|   |                                                                                                                                                   | Title:    Manager |
|   |                                                                                                                                                   |   |
|   | By:                                                                                                                                                    | /s/ Brian Kerr |
|   |                                                                                                                                                   | Name:  Brian Kerr |
|   |                                                                                                                                                   | Title:    Manager |
|   |                                                                                                                                                   |   |
|   |                                                                                                                                                   |   |
|   | GENERAL MARITIME MANAGEMENT LLC,                                                                                                                       |
|   | as a Guarantor                                                                                                                                         |
|   |                                                                                                                                                   |   |
|   |                                                                                                                                                   |   |
|   | By:                                                                                                                                                    | /s/ Milton H. Gonzales |
|   |                                                                                                                                                   | Name:  Milton H. Gonzales |
|   |                                                                                                                                                   | Title:    Manager |
|   |                                                                                                                                                   |   |
|   | GMR ADMINISTRATION CORP.,                                                                                                                              |
|   | as a Guarantor                                                                                                                                         |
|   |                                                                                                                                                   |
|   |                                                                                                                                                   |
|   | By:                                                                                                                                                    | /s/ Jeffrey D. Pribor |
|   |                                                                                                                                                   | Name:  Jeffrey D. Pribor |
|   |                                                                                                                                                   | Title:    Vice President |

 

----

 
|   |   | GMR NEWBUILDING 1, LLC,                        |
|--------|--------|------------------------------------------------|
|   |   | GMR NEWBUILDING 2, LLC,                        |
|   |   | GMR NEWBUILDING 3, LLC,                        |
|   |   | GMR NEWBUILDING 4, LLC,                        |
|   |   | as Guarantors                                  |
|   |   |                                           |
|   |   | By:  General Maritime Corporation, Member |
|   |   |                                           |
|   |   |                                           |
|   |   | By:                                            |       /s/ John  C. Georgiopoulos |
|   |   |                                           |   | Name: John C. Georgiopoulos |
|   |   |                                           |   | Title:  Executive Vice President |
|   |   |                                           |
|   |   | By:  GMR Administration Corp., Member     |
|   |   |                                           |
|   |   | By:                                            | /s/ Jeffrey D. Pribor |
|   |   |                                           | Name: Jeffrey D. Pribor |
|   |   |                                           | Title:  Vice  President |

 

 

----

EXHIBIT ASCHEDULE I

**COMMITMENTS**
| **Lender**                                          | ** ** | **Commitments** | ** **  |
|-----------------------------------------------------|------------|-----------------|-------------|
| NORDEA BANK FINLAND  PLC, NEW YORK BRANCH           |       | $               | 129,687,500 |   |
| DNB NOR BANK ASA, NEW  YORK BRANCH                  |       | $               | 129,687,500 |   |
| HSH NORDBANK AG                                     |       | $               | 129,687,500 |   |
| THE GOVERNOR AND  COMPANY OF THE BANK OF SCOTLAND   |       | $               | 61,875,000  |   |
| DRESDNER BANK AG IN  HAMBURG                        |       | $               | 61,875,000  |   |
| THE ROYAL BANK OF  SCOTLAND PLC                     |       | $               | 61,875,000  |   |
| ALLIANCE &  LEICESTER COMMERCIAL BANK PLC       |       | $               | 47,812,500  |   |
| LLOYDS TSB BANK PLC                                 |       | $               | 42,500,000  |   |
| CITIBANK, N.A                                       |       | $               | 28,125,000  |   |
| DANISH SHIP FINANCE A/S  (DANMARKS SKIBSKREDIT A/S) |       | $               | 28,125,000  |   |
| NATEXIS BANQUES  POPULAIRES                         |       | $               | 28,125,000  |   |
| SUMITOMO MITSUI BANKING  CORP., NEW YORK            |       | $               | 28,125,000  |   |
| ALLIED IRISH BANKS,  P.L.C.                         |       | $               | 25,000,000  |   |
| FORTIS CAPITAL CORP.                                |       | $               | 25,000,000  |   |
| SKANDINAVISKA ENSKILDA  BANKEN AB (PUBL)            |       | $               | 25,000,000  |   |
| BAYERISCHE HYPO- UND  VEREINSBANK AG                |       | $               | 25,000,000  |   |
| CREDIT INDUSTRIEL ET  COMMERCIAL, NEW YORK BRANCH   |       | $               | 22,500,000  |   |
| Total:                                              |       | $               | 900,000,000 |   |

 

 

----