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Exhibit 4.7  


 
 

$250,000,000
  
  GENERAL MARITIME CORPORATION
  
  10% Senior Notes due 2013
  
  Purchase Agreement  
    


March 17,
2003 


J.P.
Morgan Securities Inc.

    as Representative of the

    several Initial Purchasers listed

    in Schedule 1 hereto

c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017 



Ladies
and Gentlemen: 


        General
Maritime Corporation, a Marshall Islands corporation (the "Company"), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the
"Initial Purchasers"), for whom you are acting as representative (the "Representative"), $250,000,000 principal amount of its 10% Senior Notes due 2013 (the "Securities"). The Securities will be
issued pursuant to an Indenture to be dated as of March 20, 2003 (the "Indenture") among the Company, the guarantors listed in Schedule 2 hereto (the "Guarantors") and LaSalle Bank
National Association, as trustee (the "Trustee"), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the "Guarantees"). 



        The
Securities will be sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon an exemption
therefrom. The Company has prepared a preliminary offering memorandum dated March 3, 2003 (the "Preliminary Offering Memorandum") and will prepare an offering memorandum dated the date hereof
(the "Offering Memorandum") setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be,
delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the
Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner contemplated by this Agreement. Capitalized terms used but not defined herein
shall have the meanings given to such terms in the Offering Memorandum. 


        Holders
of the Securities (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated
the Closing Date (as defined below) and substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agree
to file one or more registration statements with the Securities and Exchange Commission 





 

(the
"Commission") providing for the registration under the Securities Act of the Securities or the Exchange Securities referred to (and as defined) in the Registration Rights Agreement. 


        The
Company hereby confirms its agreement with the several Initial Purchasers concerning the purchase and resale of the Securities, as follows: 


        1.     Purchase and Resale of the Securities. (a) The Company agrees to issue and sell the Securities to the several
Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth
herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Initial Purchaser's name in Schedule 1 hereto at a
price equal to 98.463% of the principal amount thereof plus accrued interest, if any, from March 17, 2003 to the Closing Date. The Company will not be obligated to deliver any of the Securities
except upon payment for all the Securities to be purchased as provided herein. 



        (b)   The
Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Offering Memorandum. Each Initial Purchaser,
severally and not jointly, represents, warrants and agrees that: 



          (i)  it
is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a "QIB") and an accredited investor within the meaning of
Rule 501(a) under the Securities Act; 


         (ii)  it
has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act ("Regulation D") or in any manner involving a public offering within the meaning of
Section 4(2) of the Securities Act; and 


        (iii)  it
has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: 



        (A)  within
the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and
in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or 


        (B)  in
accordance with the restrictions set forth in Annex A hereto. 





        (c)   Each
Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 5(f),
5(g) and 5(h), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance
by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex A hereto), and each Initial Purchaser hereby consents to such reliance. 


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        (d)   The
Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such
affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser. 



        2.     Payment and Delivery. (a) Payment for and delivery of the Securities will be made at the offices of Simpson
Thacher & Bartlett at 9:00 A.M., New York City time, on March 20, 2003, or at such other time or place on the same or such other date, not later than the fifth business day
thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". 


        (b)   Payment
for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against
delivery to the nominee of The Depository Trust Company, for the account of the Initial Purchasers, of one or more global notes representing the Securities (collectively, the "Global Note"), with any
transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative not later than
1:00 P.M., New York City time, on the business day prior to the Closing Date. 


        3.     Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally
represent and warrant to each Initial Purchaser that: 


        (a)   Offering Memorandum. The Preliminary Offering Memorandum, as of its date, did not, and the Offering Memorandum, in the
form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the
Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser
furnished to the Company in writing by such Initial Purchaser or through the Representative expressly for use in the Preliminary Offering Memorandum and the Offering Memorandum. 


        (b)   Financial Statements. The financial statements and the related notes thereto included in the Preliminary Offering
Memorandum and the Offering Memorandum present fairly the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their
cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods
covered thereby except as otherwise disclosed therein; and the other financial information included in the Preliminary Offering Memorandum and the Offering Memorandum has been derived from the
accounting records of the Company and its subsidiaries and presents fairly the information shown thereby. 


        (c)   No Material Adverse Change. Since the date of the most recent financial statements of the Company included in the
Preliminary Offering Memorandum and the Offering Memorandum, (i) there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries
(other than the Company entering into the $450,000,000 


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Credit
Agreement dated March 11, 2003, among General Maritime Corporation, J.P. Morgan plc, Nordea Bank Finland plc, New York Branch and various lenders (the "New Credit Facility")), or any
dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the business, properties, management, financial position, results of operations or prospects of the Company and its subsidiaries taken as a whole;
(ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any
liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole (other than the Company entering into an agreement to acquire 19 tankers from
affiliates of Metrostar Management Corporation and entering into the New Credit Facility to finance a portion of such acquisition); and (iii) neither the Company nor any of its subsidiaries has
sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any
action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Preliminary Offering Memorandum and the Offering
Memorandum. 


        (d)   Organization and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly
existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their
respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective
properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, have a
material adverse effect on the business, properties, management, financial position, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by
the Company and the Guarantors of their obligations under the Securities and the Guarantees (a "Material Adverse Effect"). The Company does not own or control, directly or indirectly, any corporation,
association or other entity other than the subsidiaries listed in Schedule 2 to this Agreement. 


        (e)   Capitalization. The Company has an authorized capitalization as set forth in the Preliminary Offering Memorandum and the
Offering Memorandum under the heading "Capitalization"; and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors' qualifying shares) and are owned directly or indirectly by the
Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party (other than the pledge of the ownership interests
in each subsidiary of the Company under the Existing Credit Facilities and the New Credit Facility). 


        (f)    Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver
this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the "Transaction Documents")
and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper 


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authorization,
execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken. 



        (g)   The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed
and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the
Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability (collectively, the "Enforceability Exceptions"); and on the Closing Date, the Indenture will conform in all material respects to
the requirements of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder. 


        (h)   The Notes and the Guarantees. The Notes have been duly authorized by the Company and, when duly executed, authenticated,
issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been
duly authorized by each of the Guarantors and, when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid
and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to
the benefits of the Indenture. 


        (i)    The Exchange Securities. On the Closing Date, the Exchange Securities (including the related guarantees) will have been
duly authorized by the Company and each of the Guarantors and, when duly executed, authenticated, issued and delivered as contemplated by the Registration Rights Agreement, will be duly and validly
issued and outstanding and will constitute valid and legally binding obligations of the Company, as issuer, and each of the Guarantors, as guarantor, enforceable against the Company and each of the
Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture. 


        (j)    Purchase and Registration Rights Agreements. This Agreement has been duly authorized, executed and delivered by the
Company and each of the Guarantors; and the Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with
its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in
accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy. 


        (k)   Descriptions of the Transaction Documents. Each Transaction Document conforms in all material respects to the description
thereof contained in the Preliminary Offering Memorandum and the Offering Memorandum. 


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        (l)    No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or
by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) in
violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and
(iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect. 


        (m)  No Conflicts. The execution, delivery and performance by the Company and each of the Guarantors of each of the
Transaction Documents to which each is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and
the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of
the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational
documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental
or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach or violation that would not, individually or in the aggregate, have a Material
Adverse Effect. 


        (n)   No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or
arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each
is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions
contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required (i) under applicable state
securities laws in connection with the purchase and resale of the Securities by the Initial Purchasers and (ii) with respect to the Exchange Securities (including the related guarantees) under
the Securities Act and applicable state securities laws as contemplated by the Registration Rights Agreement. 


        (o)   Legal Proceedings. Except as described in the Preliminary Offering Memorandum and the Offering Memorandum, there are no
legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or
any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a
Material Adverse Effect; and no such 


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investigations,
actions, suits or proceedings are, to the best knowledge of the Company and each of the Guarantors, threatened or contemplated by any governmental or regulatory authority or others. 



        (p)   Independent Accountants. Deloitte & Touche LLP and Ernst & Young LLP, who have certified certain financial
statements of the Company and its subsidiaries are each independent public accountants with respect to the Company and its subsidiaries within the meaning of Rule 101 of the Code of
Professional Conduct of the American Institute of Certified Public Accountants and its interpretations and rulings thereunder. 


        (q)   Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or
have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of
all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the
Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 


        (r)   Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material
patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective
businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with
any such rights of others. 


        (s)   Investment Company Act. Neither the Company nor any of its subsidiaries is, and after giving effect to the offering and
sale of the Securities and the application of the proceeds thereof as described in the Offering Memorandum none of them will be, an "investment company" or an entity "controlled" by an "investment
company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, "Investment Company Act"). 


        (t)    Taxes. The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns
required to be paid or filed through the date hereof or have established adequate reserves for the payment thereof; and except as otherwise disclosed in the Preliminary Offering Memorandum and the
Offering Memorandum, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or
assets that would have a Material Adverse Effect. 


        (u)   Licenses and Permits. The Company and its subsidiaries possess all licenses, certificates, permits and other
authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership
or lease of their respective properties or the conduct of their respective businesses as described in the Preliminary Offering Memorandum and the Offering 


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Memorandum,
except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Preliminary Offering
Memorandum and the Offering Memorandum, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization
or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. 


        (v)   No Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or,
to the best knowledge of the Company and each of the Guarantors, is contemplated or threatened. 



        (w)  Compliance With Environmental Laws. The Company and its subsidiaries (i) are in compliance with any and all
applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants (collectively, "Environmental Laws"); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or
release of hazardous or toxic substances or wastes, pollutants or contaminants, except in any such case for any such failure to comply with, or failure to receive required permits, licenses or
approvals, or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. 


        (x)   Compliance With ERISA. Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and its
affiliates has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue
Code of 1986, as amended (the "Code"), except where the failure to be in compliance would not have a Material Adverse Effect; no prohibited transaction, within the meaning of Section 406 of
ERISA or Section 4975 of the Code, has occurred with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is
subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no "accumulated funding deficiency" as defined in Section 412 of the Code has been incurred,
whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under
such plan determined using reasonable actuarial assumptions. 


        (y)   Accounting Controls. The Company and its subsidiaries maintain systems of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences. 


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        (z)   Insurance. The Company and its subsidiaries have insurance covering their respective properties, operations, personnel
and businesses, including protection and indemnity and business interruption insurance, which insurance is in amounts and insures against such losses and risks as are adequate to protect the Company
and its subsidiaries and their respective businesses as consistent with industry practice; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent
of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business. 


        (aa)
No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company and each of the
Guarantors, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government
official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment. 


        (bb)
Solvency. On and immediately after the Closing Date, the Company and each of the Guarantors (after giving effect to the issuance of
the Securities and the other transactions related thereto as described in the Offering Memorandum) will be Solvent. As used in this paragraph, the term "Solvent" means, with respect to a particular
date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each of the Guarantors is not less than the total amount required to
pay the liabilities of the Company and each of the Guarantors, respectively, on their total existing debts and liabilities (including contingent liabilities) as they become absolute and matured;
(ii) the Company and each of the Guarantors are able to realize upon their assets and pay their debts and other liabilities, contingent obligations and commitments as they mature and become due
in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Offering Memorandum, the Company and each of the
Guarantors are not incurring debts or liabilities beyond their ability to pay as such debts and liabilities mature; (iv) the Company and each of the Guarantors are not engaged in any business
or transaction, and does not propose to engage in any business or transaction, for which their respective properties would constitute unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which the Company and each of the Guarantors are engaged; and (v) the Company and each of the Guarantors are not defendants in any civil action that would
result in a judgment that the Company and each of the Guarantors are or would become unable to satisfy. 


        (cc)
No Restrictions on Subsidiaries. No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or
other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary's capital stock, from repaying to the Company any
loans or advances to such subsidiary from the Company or from transferring any of such subsidiary's properties or assets to 


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the
Company or any other subsidiary of the Company (except as set forth in Section 9.02 of the Existing Credit Facilities and the New Credit Facility). 



        (dd)  No Broker's Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any
person (other than this Agreement) that would give rise to a valid claim against any of them or any Initial Purchaser for a brokerage commission, finder's fee or like payment in connection with the
offering and sale of the Securities. 


        (ee)
Rule 144A Eligibility. On the Closing Date, the Securities will not be of the same class as securities listed on a national
securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Memorandum and the Offering
Memorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such
prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act. 


        (ff)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) has, directly
or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the
sale of the Securities in a manner that would require registration of the Securities under the Securities Act. 



        (gg)  No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its
or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities by means of any form of general
solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the
Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act ("Regulation S"), and all such persons have complied with the
offering restrictions requirement of Regulation S. 


        (hh)  Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in
Section 1(b) (including Annex A hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the
Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum, to register the Securities
under the Securities Act or to qualify the Indenture under the Trust Indenture Act. 



        (ii)  No Stabilization. Neither the Company nor any of the Guarantors has taken, directly or indirectly, any action designed to or that
could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities. 


        (jj)
Margin Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as
described in the Offering Memorandum 


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will
violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. 


        (kk)
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act) contained in the Preliminary Offering Memorandum and the Offering Memorandum has been made or reaffirmed without a reasonable basis or has been disclosed other
than in good faith. 


        (ll)  Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the
statistical and market-related data included in the Preliminary Offering Memorandum and the Offering Memorandum is not based on or derived from sources that are reliable and accurate in all material
respects. 


        (mm)
Vessels. Each of the vessels owned by the Company or one of its subsidiaries (the "Vessels") has been duly registered in the name of
the subsidiary of the Company that owns it under the laws and regulations and the flag of the nation of its registration and no other action is necessary to establish and perfect such subsidiary's
title to and interest in the Vessels as against any charterer or third party. 


        4.     Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors jointly and severally
covenant and agree with each Initial Purchaser that: 


        (a)   Delivery of Copies. The Company will deliver to the Initial Purchasers as many copies of the Preliminary Offering
Memorandum and the Offering Memorandum (including all amendments and supplements thereto) as the Representative may reasonably request. 


        (b)   Amendments or Supplements. Before making or distributing any amendment or supplement to the Preliminary Offering
Memorandum or the Offering Memorandum, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed amendment or supplement for review, and will not
distribute any such proposed amendment or supplement to which the Representative reasonably objects. 



        (c)   Notice to the Representative. The Company will advise the Representative promptly, and confirm such advice in writing,
(i) of the issuance by any governmental or regulatory authority of any order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or the initiation
or threatening of any proceeding for that purpose; (ii) of the occurrence of any event at any time prior to the completion of the initial offering of the Securities as a result of which the
Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the
light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not misleading; and (iii) of the receipt by the Company of any notice with respect to any
suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable
best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such 


11





 

qualification
of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof. 


        (d)   Ongoing Compliance of the Offering Memorandum. If at any time prior to the completion of the initial offering of the
Securities (i) any event shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not
misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare
and, subject to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to the Offering Memorandum as may be necessary so that the statements in the Offering
Memorandum as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum
will comply with law. 


        (e)   Blue Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or Blue Sky laws of
such jurisdictions as the Representative shall reasonably request and will continue such qualifications in effect so long as required for the offering and resale of the Securities;  provided that neither
the Company nor any of the Guarantors shall be required to (i) qualify as a foreign corporation or other entity or as a
dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or
(iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject. 


        (f)    Clear Market. During the period from the date hereof through and including the date that is 180 days after the
date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued
or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year. 


        (g)   Use of Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in the Offering
Memorandum under the heading "Use of Proceeds". 


        (h)   Supplying Information. While the Securities remain outstanding and are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act, the Company and each of the Guarantors will, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d)
of the Exchange Act, furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon the request of such holders or such prospective purchasers, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 


        (i)    PORTAL and DTC. The Company will assist the Initial Purchasers in arranging for the Securities to be designated Private
Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities
Dealers, Inc. ("NASD") relating to 


12







   
trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"). 


        (j)    No Resales by the Company. Until the issuance of the Exchange Securities, the Company will not, and will not permit any
of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Company or
any of its affiliates and resold in a transaction registered under the Securities Act. 


        (k)   No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D)
will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated
with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act. 



        (l)    No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person
acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general
solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the
Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of
Regulation S. 


        (m)  No Stabilization. Neither the Company nor any of the Guarantors will take, directly or indirectly, any action designed to
or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities. 


        5.     Conditions of Initial Purchasers' Obligations. The obligation of each Initial Purchaser to purchase Securities on the
Closing Date as provided herein is subject to the performance by the Company and each of the Guarantors of their respective covenants and other obligations hereunder and to the following additional
conditions: 


        (a)   Representations and Warranties. The representations and warranties of the Company and the Guarantors contained herein
shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company, the Guarantors and their respective officers made in any certificates delivered
pursuant to this Agreement shall be true and correct on and as of the Closing Date. 


        (b)   No Downgrade. Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred
in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of the Guarantors by any "nationally recognized statistical rating
organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; and (ii) no such organization shall have publicly announced that it has
under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or 


13





 

preferred
stock issued or guaranteed by the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading). 


        (c)   No Material Adverse Change. Subsequent to the execution and delivery of this Agreement, no event or condition of a type
described in Section 3(c) hereof shall have occurred or shall exist, which event or condition is not described in the Offering Memorandum (excluding any amendment or supplement thereto) and the
effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated
by this Agreement and the Offering Memorandum. 


        (d)   Officer's Certificate. The Representative shall have received on and as of the Closing Date a certificate of an executive
officer of the Company and of each Guarantor who has specific knowledge of the Company's or such Guarantor's financial matters and is satisfactory to the Representative (i) confirming that such
officer has carefully reviewed the Offering Memorandum and, to the best knowledge of such officer, the representation set forth in Section 3(a) hereof is true and correct,
(ii) confirming that the other representations and warranties of the Company and the Guarantors in this Agreement are true and correct and that the Company and the Guarantors have complied with
all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (b) and
(c) above. 


        (e)   Comfort Letters. On the date of this Agreement and on the Closing Date, each of Deloitte & Touche LLP and
Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in
form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants' "comfort letters" to underwriters with respect
to the financial statements and certain financial information contained in the Preliminary Offering Memorandum and the Offering Memorandum; provided
that the letter delivered on the Closing Date shall use a "cut-off" date no more than three business days prior to the Closing Date. 


        (f)    Opinion of Counsel for the Company and the non-Maltese Guarantors. Seward & Kissel LLP, counsel for
the Company and the non-Maltese Guarantors, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the
Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex B hereto. 


        (g)   Opinion of Counsel for the Maltese Guarantors. Fenech & Fenech Advocates, counsel for the Maltese Guarantors,
shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably
satisfactory to the Representative, to the effect set forth in Annex C hereto. 



        (h)   Opinion of Counsel for the Initial Purchasers. The Representative shall have received on and as of the Closing Date an
opinion of Simpson Thacher & Bartlett, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably 


14





 

request,
and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. 



        (i)    No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have
been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance
of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or the
issuance of the Guarantees. 


        (j)    Good Standing. The Representative shall have received on the Closing Date satisfactory evidence of the good standing of
the Company and its subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in
writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions. 


        (k)   Registration Rights Agreement. The Initial Purchasers shall have received a counterpart of the Registration Rights
Agreement that shall have been executed and delivered by a duly authorized officer of the Company and each of the Guarantors. 


        (l)    PORTAL and DTC. The Securities shall have been approved by the NASD for trading in the PORTAL Market subject to notice of
issuance and shall be eligible for clearance and settlement through DTC. 


        (m)  Vessels. The Representative shall have received a certificate of the Company's Chairman of the Board, Chief Executive
Officer, Chief Financial Officer or Controller attaching with respect to each Vessel (as set forth in the Offering Memorandum), in each case dated as of a recent date, (i) a classification
society certificate from Det norske Veritas or Lloyd's Register of Shipping (or other reputable classification societies) and (ii) a certificate of title evidencing the ownership of such Vessel
by the Company or a subsidiary (or in the case of leased Vessels, by the lessor thereof), and certifying that, as of the Closing Date, (A) to the best of his knowledge, each such Vessel
maintains the classification stated in the relevant classification society certificate, and (B) except in the case of Vessels leased by the Company or a subsidiary, each Vessel remains owned by
the company stated to be the owner of such Vessel in the relevant certificate of title. 


        (n)   Consents. The Company shall have received all necessary consents, obtained waivers or executed amendments, and performed
all actions necessary in connection with its $300,000,000 Credit Agreement dated June 15, 2001, among General Maritime Corporation, Christiania Bank og KreditKasse ASA, New York Branch and
various Lenders and its $165,000,000 Credit Agreement dated June 27, 2001, among General Maritime Corporation, Christiania Bank og KreditKasse ASA, New York Branch and various Lenders (the
"Existing Credit Facilities") to permit the execution of the Guarantees. 


        (o)   Additional Documents. On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the
Representative such further certificates and documents as the Representative may reasonably request. 


15





 

        All
opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form
and substance reasonably satisfactory to counsel for the Initial Purchasers. 


        6.
Indemnification and Contribution. 


        (a)   Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to
indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement
or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto) or any omission or alleged omission
to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims,
damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use therein; provided,
that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of
any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or
liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written
confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum
unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4 hereof. 


        (b)   Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless
the Company, each of the Guarantors and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing
by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum and the Offering Memorandum (or any amendment or supplement thereto), it being understood
and agreed that the only such information consists of the following: the statements concerning the Initial Purchasers contained in the third, eighth (the fifth and sixth sentences of such paragraph)
and tenth paragraphs under the heading "Plan of distribution." 


16





 

        (c)   Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or
demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the "Indemnified
Person") shall promptly notify the person against whom such indemnification may be sought (the "Indemnifying Person") in writing; provided that the
failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 6 except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure
to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 6. If any such proceeding shall be brought
or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 6 that the Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying
Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be
legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses
of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for
any Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by J.P. Morgan Securities Inc. and any such
separate firm for the Company, the Guarantors and any control persons of the Company and the Guarantors shall be designated in writing by the Company. The Indemnifying Person shall not be liable for
any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify
each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have
requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of
any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the
Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of
the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been
sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such 


17





 

Indemnified
Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not
include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 


        (d)   Contribution. If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other from the offering of the Securities or (ii) if
the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but
also the relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other in connection with the statements or omissions that resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other
shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Securities and the total discounts and commissions
received by the Initial Purchasers in connection therewith, as provided in this Agreement, bear to the aggregate offering price of the Securities. The relative fault of the Company and the Guarantors
on the one hand and the Initial Purchasers on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company or any Guarantor or by the Initial Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. 


        (e)   Limitation on Liability. The Company, the Guarantors and the Initial Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the Initial Purchasers were treated as one
entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an
Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 6, in no event shall an Initial Purchaser
be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Initial Purchaser with respect to the offering of the Securities exceeds the
amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Initial Purchasers' obligations to contribute pursuant to this Section 6 are several in proportion to their respective purchase obligations hereunder and not joint. 


18





 

        (f)    Non-Exclusive Remedies. The remedies provided for in this Section 6 are not exclusive and shall not
limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. 



        7.     Termination. This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company,
if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the
over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company or any of the Guarantors shall have been suspended on any exchange or in any
over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or
(iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the
reasonable judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the
manner contemplated by this Agreement and the Offering Memorandum. 


        8.     Defaulting Initial Purchaser. (a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to
purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other persons
satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do
not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the
non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either
the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the
Company or counsel for the Initial Purchasers may be necessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or
supplement to the Offering Memorandum that effects any such changes. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context otherwise
requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 8, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. 


        (b)   If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting
Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that
such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser's pro rata share (based on the principal amount of Securities that such
Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made. 


19





 

        (c)   If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting
Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the
aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the
part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 8 shall be without liability on the part of the Company or the Guarantors,
except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Section 9 hereof and except that the provisions of Section 6
hereof shall not terminate and shall remain in effect. 


        (d)   Nothing
contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting
Initial Purchaser for damages caused by its default. 


        9.     Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this
Agreement is terminated, the Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective
obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that
connection; (ii) the costs incident to the preparation and printing of the Preliminary Offering Memorandum and the Offering Memorandum (including any amendment or supplement thereto) and the
distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's and the Guarantors' counsel and
independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws
of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Initial
Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of
any counsel to such parties); (viii) all expenses and application fees incurred in connection with the application for the inclusion of the Securities on the PORTAL Market and the approval of
the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors. 


        (b)   If
(i) this Agreement is terminated pursuant to Section 7(ii), (ii) the Company for any reason fails to tender the Securities for delivery to the
Initial Purchasers or (iii) the Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement other than a termination of this Agreement pursuant to
Section 7(i), (iii) and (iv), the Company and each of the Guarantors jointly and severally agrees to reimburse the Initial Purchasers for all out-of-pocket costs
and expenses (including the fees and expenses of their counsel) reasonably incurred by the Initial Purchasers in connection with this Agreement and the offering contemplated hereby. 


        10.   Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and any controlling persons referred to herein, and the affiliates, officers and directors of each Initial 


20





 

Purchaser
referred to in Section 6 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect
of this Agreement or any provision contained herein. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor merely by reason of such purchase. 



        11.   Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company,
the Guarantors and the Initial Purchasers contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Initial Purchasers pursuant to this Agreement or any certificate
delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation
made by or on behalf of the Company, the Guarantors or the Initial Purchasers. 


        12.   Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term
"affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be
closed in New York City; (c) the term "Exchange Act" means the Securities Exchange Act of 1934, as amended; and (d) the term "subsidiary" has the meaning set forth in Rule 405
under the Securities Act. 


        13.   Miscellaneous. (a) Authority of the Representative. Any action by
the Initial Purchasers hereunder may be taken by J.P. Morgan Securities Inc. on behalf of the Initial Purchasers, and any such action taken by J.P. Morgan Securities Inc. shall be
binding upon the Initial Purchasers. 


        (b)   Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given
if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Initial Purchasers shall be given to the Representative c/o J.P. Morgan Securities Inc., 270
Park Avenue, New York, New York 10017 (fax: (212) 270-1063); Attention: Larry Landry. Notices to the Company and the Guarantors shall be given to them at General Maritime
Corporation, Genmar House, 35 West 56th Street, New York, NY 10019, (fax: (212) 763-5602); Attention: James C. Christodoulou. 



        (c)   Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 


        (d)   Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form
of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. 


        (e)   Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any
departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. 


        (f)    Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to
affect the meaning or interpretation of, this Agreement. 


21





 

        If
the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. 



	 	 	Very truly yours,
	

 	
 	

GENERAL MARITIME CORPORATION
	

 	
 	

By	

 Title:
	

 	
 	

GENERAL MARITIME MANAGEMENT LLC

UNITED OVERSEAS TANKERS LTD.

GENMAR TRADER LTD.

GENMAR KENTUCKY LTD.

GENMAR WEST VIRGINIA LTD.
	

 	
 	

By	

 Name: James C. Christodoulou

Title: Attorney-In-Fact
	

 	
 	

GMR ADMINISTRATION CORP.
	

 	
 	

By	

 Name: James C. Christodoulou

Title: Vice President
	

 	
 	

GMR ARGUS LLC

GMR ARISTON LLC

GMR BALTIC LLC

GMR CENTAUR LLC

GMR CHALLENGER LLC

GMR CHAMP LLC

GMR ENDURANCE LLC

GMR GULF LLC
	

 	
 	

By	

 Name: James C. Christodoulou

Title: Manager




22





 


	

 	
 	

GMR HOPE LLC

GMR HORN LLC

GMR KESTREL LLC

GMR LEONIDAS LLC

GMR NESTOR LLC

GMR OCEAN LLC

GMR ORION LLC

GMR PACIFIC LLC

GMR PHOENIX LLC

GMR PRINCESS LLC

GMR PROGRESS LLC

GMR PROMETHEUS LLC

GMR SKY LLC

GMR SPIRIT LLC

GMR SPYRIDON LLC

GMR STAR LLC

GMR TRANSPORTER LLC

GMR TRAVELLER LLC

GMR TRUST LLC

GMR TRADER (Liberia) LLC

GMR AGAMEMNON LLC

GMR AJAX LLC

GMR ALEXANDRA LLC

GMR ALTA LLC

GMR BOSS LLC

GMR COMMANDER LLC

GMR CONSTANTINE LLC

GMR GABRIEL LLC

GMR GEORGE LLC

GMR HARRIET LLC

GMR HECTOR LLC

GMR MACEDON LLC

GMR MALTA LLC

GMR MINOTAUR LLC

GMR PERICLES LLC

GMR SPARTIATE LLC

GMR SUN LLC

GMR ZOE LLC
	

 	
 	

By	

 Name: James C. Christodoulou

Title: Manager




23





 


	Accepted: March 17, 2003
	

J.P. MORGAN SECURITIES INC.
	

For itself and on behalf of the

several Initial Purchasers listed

in Schedule 1 hereto.
	

By	

 Authorized Signatory	
 	

 




24






Schedule 1  



	Initial Purchaser
 
	 	Principal Amount

	J.P. Morgan Securities Inc.	 	$150,000,000
	

Banc of America Securities LLC	
 	

$43,750,000
	

Credit Suisse First Boston LLC	
 	

$43,750,000
	

Lehman Brothers Inc.	
 	

$12,500,000
	 	 	

	 	

Total	
 	

$250,000,000









Schedule 2  


 
 

Subsidiaries/Guarantors
  
    Direct Subsidiaries*    
    



	 
	 	Name
	 	Jurisdiction
	 	Formation Date

	

1.	
 	

General Maritime

Management LLC	
 	

Marshall Islands	
 	

7/11/02
	

2.	
 	

Genmar Trader Ltd.

(499 shares owned by

GMR; 1 share owned by

GMR Trader (Liberia) LLC)	
 	

Malta	
 	

6/13/01
	

3.	
 	

GMR Administration Corp.	
 	

Marshall Islands	
 	

11/25/02
	

4.	
 	

GMR Argus LLC	
 	

Marshall Islands	
 	

2/19/03
	

5.	
 	

GMR Ariston LLC	
 	

Marshall Islands	
 	

2/21/03
	

6.	
 	

GMR Baltic LLC	
 	

Liberia	
 	

2/25/03
	

7.	
 	

GMR Centaur LLC	
 	

Marshall Islands	
 	

2/21/03
	

8.	
 	

GMR Challenger LLC	
 	

Liberia	
 	

12/24/02
	

9.	
 	

GMR Champ LLC	
 	

Liberia	
 	

12/24/02
	

10.	
 	

GMR Endurance LLC	
 	

Liberia	
 	

12/24/02
	

11.	
 	

GMR Gulf LLC	
 	

Marshall Islands	
 	

2/19/03
	

12.	
 	

GMR Hope LLC	
 	

Marshall Islands	
 	

2/19/03
	

13.	
 	

GMR Horn LLC	
 	

Marshall Islands	
 	

2/19/03






	*
	Unless
otherwise noted, each subsidiary listed under this heading is wholly-owned by General Maritime Corporation. 





 


	 
	 	 
	 	 
	 	 

	

14.	
 	

GMR Kestrel LLC	
 	

Marshall Islands	
 	

2/21/03
	

15.	
 	

GMR Leonidas LLC	
 	

Marshall Islands	
 	

7/11/02
	

16.	
 	

GMR Nestor LLC	
 	

Marshall Islands	
 	

7/11/02
	

17.	
 	

GMR Ocean LLC	
 	

Liberia	
 	

2/25/03
	

18.	
 	

GMR Orion LLC	
 	

Marshall Islands	
 	

2/21/03
	

19.	
 	

GMR Pacific LLC	
 	

Liberia	
 	

2/25/03
	

20.	
 	

GMR Phoenix LLC	
 	

Marshall Islands	
 	

2/21/03
	

21.	
 	

GMR Princess LLC	
 	

Liberia	
 	

2/28/03
	

22.	
 	

GMR Progress LLC	
 	

Liberia	
 	

2/28/03
	

23.	
 	

GMR Prometheus LLC	
 	

Marshall Islands	
 	

2/19/03
	

24.	
 	

GMR Sky LLC	
 	

Marshall Islands	
 	

2/19/03
	

25.	
 	

GMR Spirit LLC	
 	

Liberia	
 	

12/24/02
	

26.	
 	

GMR Spyridon LLC	
 	

Marshall Islands	
 	

2/19/03
	

27.	
 	

GMR Star LLC	
 	

Liberia	
 	

12/24/02
	

28.	
 	

GMR Transporter LLC	
 	

Marshall Islands	
 	

2/11/03
	

29.	
 	

GMR Traveller Ltd.	
 	

Marshall Islands	
 	

2/19/03
	

30.	
 	

GMR Trust LLC	
 	

Liberia	
 	

12/24/02
	

31.	
 	

GMR Trader (Liberia) LLC	
 	

Liberia	
 	

12/24/02




Subsidiaries Owned Indirectly through GMR Administration Corp. ("GMR Admin")†  



	 
	 	Name
	 	Jurisdiction
	 	Formation Date







	†
	Unless
otherwise noted, each subsidiary listed under this heading is a wholly-owned by GMR Admin. 


2





 


	 
	 	 
	 	 
	 	 

	32.	 	Genmar Kentucky Ltd.

(499 shares owned by GMR

Admin; 1 share owned by

GMR Malta LLC)	 	Malta	 	5/15/01
	

33.	
 	

Genmar West Virginia Ltd.

(499 shares owned by GMR

Admin; 1 share owned by

GMR Malta LLC)	
 	

Malta	
 	

5/15/01
	

34.	
 	

GMR Agamemnon LLC	
 	

Liberia	
 	

12/24/02
	

35.	
 	

GMR Ajax LLC	
 	

Liberia	
 	

12/24/02
	

36.	
 	

GMR Alexandra LLC	
 	

Marshall Islands	
 	

3/27/00
	

37.	
 	

GMR Alta LLC	
 	

Liberia	
 	

12/24/02
	

38.	
 	

GMR Boss LLC	
 	

Marshall Islands	
 	

9/26/97
	

39.	
 	

GMR Commander LLC	
 	

Liberia	
 	

12/24/02
	

40.	
 	

GMR Constantine LLC	
 	

Liberia	
 	

12/24/02
	

41.	
 	

GMR Gabriel LLC	
 	

Marshall Islands	
 	

8/26/99
	

42.	
 	

GMR George LLC	
 	

Liberia	
 	

12/24/02
	

43.	
 	

GMR Harriet LLC	
 	

Liberia	
 	

12/24/02
	

44.	
 	

GMR Hector LLC	
 	

Marshall Islands	
 	

8/16/00
	

45.	
 	

GMR Macedon LLC	
 	

Marshall Islands	
 	

5/10/00
	

46.	
 	

GMR Malta LLC	
 	

Marshall Islands	
 	

6/8/01
	

47.	
 	

GMR Minotaur LLC	
 	

Liberia	
 	

12/24/02
	

48.	
 	

GMR Pericles LLC	
 	

Marshall Islands	
 	

8/16/00




3





 


	 
	 	 
	 	 
	 	 

	49.	 	GMR Spartiate LLC	 	Marshall Islands	 	5/10/00
	

50.	
 	

GMR Sun LLC	
 	

Marshall Islands	
 	

9/26/97
	

51.	
 	

GMR Zoe LLC	
 	

Marshall Islands	
 	

5/10/00




Subsidiaries Owned Indirectly through General Maritime Management LLC ("GMM")  



	 
	 	Name
	 	Jurisdiction
	 	Formation Date

	52.	 	United Overseas Tankers

Ltd. (wholly-owned by

GMM)	 	Liberia	 	12/27/99




4






ANNEX A  


        Restrictions on Offers and Sales Outside the United States


In
connection with offers and sales of Securities outside the United States: 



        (a)   Each
Initial Purchaser acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act. 


        (b)   Each
Initial Purchaser, severally and not jointly, represents, warrants and agrees that: 



        (i)    Such
Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of their distribution at any time and
(B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date, only in accordance with Regulation S under the Securities
Act ("Regulation S") or Rule 144A or any other available exemption from registration under the Securities Act. 


        (ii)   None
of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts
with respect to the Securities, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S. 


        (iii)  At
or prior to the confirmation of sale of any Securities sold in reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or
other person receiving a selling concession, fee or other remuneration that purchase Securities from it during the distribution compliance period a confirmation or notice to substantially the
following effect: 


"The
Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the
Securities and the date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available
exemption from registration under the Securities Act. Terms used above have the meanings given to them by Regulation S." 



        (iv)  Such
Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with
its affiliates or with the prior written consent of the Company. 





        Terms
used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S. 






 

        (c)   Each
Initial Purchaser, severally and not jointly, represents, warrants and agrees that: 



        (i)    it
has not offered or sold and, prior to the date six months after the Closing Date, will not offer or sell any Securities to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the United Kingdom Public Offers of Securities Regulations 1995 (as amended); 


        (ii)   it
has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Securities in
circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantors; and 



        (iii)  it
has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise
involving the United Kingdom. 




        (d)   Each
Initial Purchaser acknowledges that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or
distribution of the Preliminary Offering Memorandum, the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for
that purpose is required. 



2






ANNEX B  


        [Form of Opinion of Seward & Kissel LLP]





ANNEX C  


        [Form of Opinion of Fenech & Fenech Advocates]





Exhibit A  


        [Form of Registration Rights Agreement] 









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$250,000,000 GENERAL MARITIME CORPORATION 10% Senior Notes due 2013 Purchase Agreement


Subsidiaries/Guarantors Direct Subsidiaries