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Exhibit 10.22  


        Exhibit I-2 to

the Credit Agreement 


 
 

FORM OF    
    
    PRIMARY ASSIGNMENT OF INSURANCES    
    


[VESSEL NAME]

Official Number [NUMBER]  


        [SHIPOWNER NAME], a [PLACE OF FORMATION] limited liability company (the "Assignor"), in consideration of the
Primary Secured Creditors referred to below entering into the transactions described in the Credit Agreement (as defined below), and for One Dollar ($1) lawful money of the United States of America,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as sole owner of the [COUNTRY FLAG] flag vessel [VESSEL
NAME], Official Number [NUMBER] (the "Vessel"), has sold, assigned, transferred and set over, and by this instrument does sell, assign, transfer and set over, unto
JPMORGAN CHASE BANK, a banking association organized and existing under the laws of the State of New York as Collateral Agent (hereinafter called the "Assignee"), and unto the Assignee's successors
and assigns, as such to it and its successors' and assigns' own proper use and benefit, and does hereby grant to the Assignee a first priority security interest in, all right, title and interest of
the Assignor under, in and to (i) all insurances in respect of the Vessel, whether now or hereafter to be effected, and all renewals of or replacements for the same, (ii) all claims,
returns of premium and other moneys and claims for moneys due and to become due under said insurance or in respect of said insurance, and (iii) all other rights of the Assignor under or in
respect of said insurance, including proceeds (the above clauses (i), (ii) and (ill) collectively called the "Insurance Collateral"). 


        Terms
used herein and not otherwise defined herein are used as defined in the Credit Agreement dated as of March 11, 2003 among General Maritime Corporation, a Marshall Islands
corporation, as borrower, the lenders named therein, J.P.Morgan plc and Nordea Bank Finland plc, New York Branch as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank as Administrative
Agent and Collateral Agent and The Governor and Company of the Bank of Scotland and Hamburgische Landesbank—Girozentrale—as Co-Arrangers (as the same may be
amended, supplemented or otherwise modified from time to time, the "Credit Agreement"). 


        The
Assignor is a wholly-owned subsidiary of the Borrower. The Borrower may at any time and from time to time on and after the date hereof enter into one or more Interest Rate Protection
Agreements or Other Hedging Agreements only with respect to First Priority Term Loans (and/or First Priority Term Loan Commitments) with one or more Lenders or any Affiliate thereof (each such Lender
or Affiliate, even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with such Lender's or Affiliate's successors and assigns, if any,
collectively, the "Other Creditors"). 


        The
Assignor has entered into the Subsidiaries Guaranty and the First Priority Pledge Agreement in favor of the Primary Secured Creditors pursuant to which the Assignor has guaranteed
and secured, as the case may be, (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of (x) the principal of, premium, if any, and
interest on the First Priority Term Notes issued by, and the First Priority Term Loans made to, the Borrower under the Credit Agreement and (y) all other obligations (including obligations
which, but for the automatic 





 

stay
under Section 362(a) of the Bankruptcy Code would become due), liabilities and indebtedness owing by the Borrower to the Lenders holding from time to time First Priority Term Loans and/or
First Priority Term Loan Commitments, and (ii) all obligations of the Borrower to the Other Creditors under each Interest Rate Protection Agreement and each Other Hedging Agreement entered into
with respect to the First Priority Term Loans (and/or the First Priority Term Loan Commitments), and the Assignor has granted a First Preferred [COUNTRY FLAG of VESSEL]
Mortgage (the "Mortgage") on the Vessel to secure, among other things, its obligations under the Subsidiaries Guaranty, the First Priority Pledge Agreement and the other Credit Documents (other than
the Secondary Security Documents) to which it is a party. 


        This
assignment is given as security for all amounts due and to become due to the Primary Secured Creditors, the Administrative Agent and the Collateral Agent under the Subsidiaries
Guaranty, the
First Priority Pledge Agreement and the other Credit Documents (other than the Secondary Security Documents), including, without limitation: 



          (i)  the
full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without
limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency, reorganization or similar proceeding of the Borrower at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is
allowed in any such proceeding)) of the Borrower to the Lenders holding from time to time First Priority Term Loans and/or First Priority Term Loan Commitments, whether now existing or hereafter
incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents (other than the Secondary Security Documents) to which the Borrower is a party and the due
performance and compliance by the Borrower with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (other than the Secondary Security
Documents); 


         (ii)  the
full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without
limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrower at the
rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by the Borrower to the Other Creditors under,
or with respect to, any Interest Rate Protection Agreement or Other Hedging Agreement entered into with respect to the First Priority Term Loans (and/or the First Priority Term Loan Commitments),
whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by the Borrower with all of the terms,
conditions and agreements contained therein; 


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


        (iv)  in
the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Borrower referred to in clauses (i) and
(ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or
realizing on the 



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Insurance
Collateral, or of any exercise by the Assignee of its rights hereunder, together with reasonable attorneys' fees and court costs; and 


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




        It
is expressly agreed that anything herein contained to the contrary notwithstanding, the Assignor shall remain liable under said insurances to perform all of the obligations assumed by
it thereunder, and the Assignee shall have no obligation or liability under said insurances by reason of or arising out of this instrument of assignment nor shall the Assignee be required or obligated
in any manner to perform or fulfill any obligations of the Assignor under or pursuant to said insurances or to make any payment or to make any inquiry as to the nature or sufficiency of any payment
received by it or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder
at any time or times. 


        The
Assignor does hereby constitute the Assignee, its successors and assigns, the Assignor's true and lawful attorney-in-fact, irrevocably, with full power (in
the name of the Assignor or otherwise), upon the occurrence and continuance of a Default, an Event of Default or an Event of Loss to ask, require, demand, receive, compound and give acquittance for
any and all moneys and claims for moneys due and to become due under or arising out of said insurances, to endorse any checks or other instruments or orders in connection therewith and to file any
claims or to take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. 



        The
Assignor hereby covenants and agrees to procure that notice of this Assignment shall be duly given to all underwriters, substantially in the form hereto attached as Exhibit A,
and that where the consent of any underwriter is required pursuant to any of the insurances assigned hereby that it shall be obtained and evidence thereof shall be given to the Assignee, or, in the
alternative, that in the case of protection and indemnity coverage the Assignee shall obtain a letter of undertaking by the underwriters, and that there shall be duly endorsed upon all slips, cover
notes, policies, certificates of entry or other instruments issued or to be issued in connection with the insurances assigned hereby such clauses as to loss payees as the Assignee may require or
approve. In all cases, unless otherwise agreed in writing by the Assignee, such slips, cover notes, notices, certificates of entry or other instruments shall provide that there will be no recourse
against the Assignee for payment of premiums, calls or assessments. 


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


        The
Assignor does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that, without the prior written consent thereto of the Assignee, so long as this
instrument of assignment shall remain in effect, it will not assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors
and assigns, and it will not take or omit to take any action, the taking or omission of which might result in an alteration or
impairment of said insurances, of this Assignment or of any of the rights created by said insurances or this Assignment. 


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        All
notices or other communications which are required to be made to the Assignee hereunder shall be made by postage prepaid letter or telecopy confirmed by postage prepaid letter to: 




JPMorgan
Chase Bank

1 Chase Manhattan Plaza

8th Floor

New York, New York 10081

Attention:           

Facsimile:            



with
a copy to: 


Richard
C. Smith

JPMorgan Chase Bank

5th Floor

270 Park Avenue

New York, NY 10017

Facsimile: (212) 270-5100 





or
at such other address as may have been furnished in writing by the Assignee. 


        Any
payments made pursuant to the terms hereof shall be made to such account as may, from time to time, be designated by the Assignee or as the Assignee may otherwise instruct. 


        THIS
ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS
CONFLICT OF LAWS RULES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW). This Assignment shall not be amended and/or varied except by agreement in writing signed by the parties
hereto. 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 


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        IN
WITNESS WHEREOF, the Assignor has caused this Insurance Assignment to be duly executed this [DAY] day of [DATE]. 



	 	 	[SHIPOWNER],

as Assignor,
	

 	
 	

By	
 	

 
	 	 	 	 	
 Name:

Title:







        EXHIBIT
A

to

Insurance Assignment 


NOTICE OF ASSIGNMENT  


        The undersigned, [SHIPOWNER], the Owner of the [COUNTRY FLAG] Vessel [VESSEL NAME], hereby
gives you notice that by an Insurance Assignment dated
[DATE] entered into by us with JPMORGAN CHASE BANK, as Collateral Agent (hereinafter called the "Assignee"), there has been assigned by us to the Assignee all insurances
effected and to be effected in respect thereof including the insurances constituted by the policy whereon this Notice is endorsed. This Notice of Assignment and the applicable loss payable clauses in
the form hereto attached as Annex I are to be endorsed on all policies and certificates of entry evidencing such insurance. 


Dated:




	 	 	[SHIPOWNER],

Owner,
	

 	
 	

By	
 	

 
	 	 	 	 	
 Name:

Title:







        ANNEX
I

Notice of Insurance Assignment 


FORM OF LOSS PAYABLE CLAUSES  


 Hull and War Risks  


        Loss, if any, payable to JPMORGAN CHASE BANK, as Collateral Agent (the "Mortgagee"), for distribution by the Mortgagee to itself as Collateral Agent and to
                        , as owner (the "Owner"), as their respective interests may appear, or order, except that, unless
Underwriters have been otherwise
instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to the Vessel or liability of the Vessel, the Underwriters may pay directly for the repair, salvage,
liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then
the Underwriters may pay the Owner as reimbursements therefore; provided, however, that if such damage involves a loss in excess of U.S.$250,000 or its equivalent the Underwriters shall not make such
payment without first obtaining the written consent thereto of the Mortgagee. 



        In
the event of an actual or constructive total loss or a compromise or arranged total loss or requisition of title, all insurance payments therefor shall be paid to the Mortgagee, for
distribution by it in accordance with the terms of the Mortgage. 


Protection and Indemnity  


        Loss, if any, payable to JPMORGAN CHASE BANK, as Collateral Agent (the "Mortgagee"), for distribution by the Mortgagee to itself as Collateral Agent and
                        , Owner, as their respective interests may appear, or order, except that, unless and until the
Underwriters have been otherwise instructed by notice in writing from the Agent, any loss
may be paid directly to the person to whom the liability covered by this insurance has been incurred, or to the Owner to reimburse it for any loss, damage or expenses incurred by it and covered by
this insurance, provided the Underwriters shall have first received evidence that the liability insured against has been discharged. 











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FORM OF PRIMARY ASSIGNMENT OF INSURANCES