GENERAL MARITIME CORP/
EX 10.1 SECOND AMENDMENT TO THE CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>kl00359_ex10-1.txt
<DESCRIPTION>EX 10.1 SECOND AMENDMENT TO THE CREDIT AGREEMENT
<TEXT>
                                                                    Exhibit 10.1


                    SECOND AMENDMENT TO THE CREDIT AGREEMENT


      SECOND AMENDMENT TO THE CREDIT AGREEMENT (this "Second Amendment"),  dated
as of March 25, 2005,  among GENERAL  MARITIME  CORPORATION,  a Marshall Islands
corporation (the "Borrower"),  the Lenders party hereto from time to time to the
Credit  Agreement  referred to below,  and NORDEA  BANK  FINLAND  PLC,  NEW YORK
BRANCH, as Sole Lead Arranger, Sole Bookrunner and Administrative Agent (in such
capacity,  the  "Administrative   Agent").   Unless  otherwise  defined  herein,
capitalized  terms used  herein and  defined  in the Credit  Agreement  are used
herein as therein defined.


                            W I T N E S S E T H :


      WHEREAS,  the  Borrower,  the  Lenders and the  Administrative  Agent have
entered into a Credit Agreement, dated as of July 1, 2004 (as amended, restated,
modified or supplemented to, the "Credit Agreement");

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

      NOW, THEREFORE, it is agreed;

A.    Amendments to the Credit Agreement

      1. Section  1.01(b) of the Credit  Agreement is hereby amended by deleting
clause (iv) thereof in its entirety and inserting the following new clauses (iv)
and (v) in lieu thereof:

            "(iv)  shall not exceed for any Lender at any time that  aggregate
      principal  amount   outstanding  which,  when  added  to  such  Lender's
      Percentage  of all Letter of Credit  Outstandings  (exclusive  of Unpaid
      Drawings which are repaid with the proceeds of, and simultaneously  with
      the  incurrence  of, the  respective  incurrence of Revolving  Loans) at
      such time,  equals  the  Available  Revolving  Loan  Commitment  of such
      Lender  at such time and (v) shall not  exceed  for all  Lenders  at any
      time that aggregate  principal amount  outstanding  which, when added to
      the amount of all  Letter of Credit  Outstandings  (exclusive  of Unpaid
      Drawings which are repaid with the proceeds of, and simultaneously  with
      the  incurrence  of, the  respective  incurrence of Revolving  Loans) at
      such time, equals the Total Available  Revolving Loan Commitment at such
      time."

      2. Section 1.11 of the Credit Agreement is hereby amended by inserting the
words "or Letters of Credit" immediately following the words "lending office for
any Loans".

      3. Section 1.12 of the Credit Agreement is hereby amended by inserting the
text "2.05," immediately  following the text "Sections 1.09, 1.10," appearing in
the last sentence thereof.

<PAGE>

      4. Section 2 of the Credit Agreement is hereby amended by (i) deleting the
text  "[INTENTIONALLY  OMMITTED],  (ii)  inserting  in lieu  thereof  the title,
"Letters of Credit" and (iii) the following new Sections 2.01 to 2.05 inclusive:

            "2.01  Letters  of Credit.  (a)  Subject to and upon the terms and
      conditions  herein set forth,  the Borrower may request that any Issuing
      Lender issue,  at any time and from time to time on and after the Second
      Amendment  Effective  Date  and  prior  to the  60th  day  prior  to the
      Maturity  Date,  for the  account  of the  Borrower,  irrevocable  sight
      standby letters of credit,  in a form  customarily  used by such Issuing
      Lender  or in such  other  form as has  been  approved  by such  Issuing
      Lender (each such letter of credit,  a "Letter of Credit").  All Letters
      of  Credit  shall be  denominated  in  Dollars  and shall be issued on a
      sight draft basis.

                  (b)  Subject to the terms and conditions  contained  herein,
      each Issuing  Lender  hereby  agrees that it will,  at any time and from
      time to time on or after the Second  Amendment  Effective Date and prior
      to the 60th day prior to the  Maturity  Date,  following  its receipt of
      the respective  Letter of Credit  Request,  issue for the account of the
      Borrower   one  or  more  Letters  of  Credit  as  permitted  to  remain
      outstanding  without  giving  rise to a  Default  or  Event  of  Default
      hereunder,  provided that the  respective  Issuing Lender shall be under
      no  obligation  to issue any  Letter  of  Credit of the types  described
      above if at the time of such issuance:

                  (i)   any  order,  judgment  or decree  of any  governmental
            authority or  arbitrator  shall  purport by its terms to enjoin or
            restrain  such  Issuing  Lender from issuing such Letter of Credit
            or any  requirement  of law  applicable to such Issuing  Lender or
            any request or directive  (whether or not having the force of law)
            from  any  governmental  authority  with  jurisdiction  over  such
            Issuing  Lender  shall  prohibit,  or  request  that such  Issuing
            Lender refrain from,  the issuance of letters of credit  generally
            or such Letter of Credit in  particular  or shall impose upon such
            Issuing   Lender  with  respect  to  such  Letter  of  Credit  any
            restriction  or  reserve or  capital  requirement  (for which such
            Issuing Lender is not otherwise  compensated) not in effect on the
            date hereof,  or any unreimbursed  loss, cost or expense which was
            not  applicable,  in effect or known to such Issuing  Lender as of
            the date hereof and which such Issuing  Lender in good faith deems
            material to it; or

                  (ii)  such Issuing  Lender shall have  received  notice from
            any Lender  prior to the  issuance of such Letter of Credit of the
            type described in the second sentence of Section 2.02(b); or

                  (iii) a Lender  Default  exists,  unless such Issuing Lender
            has entered into arrangements  satisfactory to it and the Borrower
            to  eliminate  such  Issuing  Lender's  risk with  respect  to the
            participation  in Letters of Credit of any  Defaulting  Lender(s),
            including by cash  collateralizing  any such  Defaulting  Lender's
            (or  Defaulting  Lenders')  Percentage  (or  Percentages)  of  the
            Letter of Credit Outstandings.

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<PAGE>

                  (c)  Notwithstanding  anything to the contrary  contained in
      this  Agreement,  (i) no  Letter of Credit  shall be issued  the  Stated
      Amount  of  which,  when  added to the  Letter  of  Credit  Outstandings
      (exclusive  of  Unpaid  Drawings  which are  repaid on the date of,  and
      prior to the issuance of, the respective  Letter of Credit) at such time
      would exceed either (x)  $50,000,000  or (y) when added to the aggregate
      principal  amount of all  Revolving  Loans then  outstanding,  an amount
      equal to the Total  Available  Revolving  Loan  Commitment at such time,
      and (ii)  each  Letter  of Credit  shall by its  terms  terminate  on or
      before  the  earlier of (A) the date  which  occurs 12 months  after the
      date of the issuance  thereof  (although any such Letter of Credit shall
      be extendible  for successive  periods of up to 12 months,  but, in each
      case, not beyond the twentieth  Business Day prior to the Maturity Date,
      on terms  acceptable to the  respective  Issuing  Lender) and (B) twenty
      Business Days prior to the Maturity Date.

            Section 2.02 Letter of Credit  Requests;  Minimum  Stated  Amount.
      (a)  Whenever  the  Borrower  desires that a Letter of Credit be issued,
      the  Borrower  shall give the  Administrative  Agent and the  respective
      Issuing  Lender at least five Business  Days' (or such shorter period as
      is acceptable to the respective  Issuing Lender) written notice prior to
      the  proposed  date of issuance  (which shall be a Business  Day).  Each
      notice shall be  substantially in the form of Exhibit P (each a "Letter
      of Credit Request").

                  (b)  The  making of each Letter of Credit  Request  shall be
      deemed to be a  representation  and warranty by the  Borrower  that such
      Letter of Credit may be issued in accordance  with, and will not violate
      the  requirements  of, Section  2.01(c).  Unless the respective  Issuing
      Lender  determines  that, or has received  notice from any Lender before
      it  issues  a  Letter  of  Credit  that  one or more  of the  conditions
      specified in Section 6 are not then  satisfied,  or that the issuance of
      such Letter of Credit would violate Section  2.01(c),  then such Issuing
      Lender  shall  issue the  requested  Letter of Credit for the account of
      the  Borrower  in  accordance  with  such  Issuing  Lender's  usual  and
      customary practices.

                  (c) The  initial  Stated  Amount  of each  Letter  of Credit
      shall not be less than  $20,000 or such lesser  amount as is  acceptable
      to the respective Issuing Lender.

            Section  2.03  Letter of Credit  Participations.  (a)  Immediately
      upon the  issuance by any Issuing  Lender of any Letter of Credit,  such
      Issuing  Lender  shall be deemed to have  sold and  transferred  to each
      Lender with a Revolving Loan Commitment,  other than such Issuing Lender
      (each  such  Lender,   in  its  capacity  under  this  Section  2.03,  a
      "Participant"),  and each such Participant  shall be deemed  irrevocably
      and  unconditionally  to have  purchased  and received from such Issuing
      Lender,   without  recourse  or  warranty,  an  undivided  interest  and
      participation,  to the extent of such Participant's  Percentage, in such
      Letter of Credit,  each drawing made  thereunder and the  obligations of
      the  Borrower  under  this  Agreement  with  respect  thereto,  and  any
      security  therefor or guaranty  pertaining  thereto.  Upon any change in
      the Revolving Loan  Commitments  or Percentages of the Lenders  pursuant
      to Sections  1.12 or 13.04,  it is hereby  agreed that,  with respect to
      all outstanding  Letters of Credit and Unpaid  Drawings,  there shall be
      an automatic  adjustment to the participations  pursuant to this Section
      2.03 to reflect the new

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<PAGE>

      Percentages  of the assignor  and  assignee  Lender or of all Lenders with
      Revolving Loan Commitments, as the case may be.

                  (b)  In  determining  whether  to pay  under  any  Letter of
      Credit,  such Issuing  Lender shall have no  obligation  relative to the
      other Lenders  other than to confirm that any  documents  required to be
      delivered  under such Letter of Credit appear to have been delivered and
      that  they  appear  to  substantially  comply  on  their  face  with the
      requirements  of such  Letter of Credit.  Subject to the  provisions  of
      the immediately  preceding  sentence,  any action taken or omitted to be
      taken by any Issuing  Lender under or in  connection  with any Letter of
      Credit  if taken or  omitted  in the  absence  of  gross  negligence  or
      willful misconduct,  as determined by a court of competent jurisdiction,
      shall not create for such Issuing Lender any resulting  liability to any
      Credit Party or any Lender.

                  (c)  In the event that any Issuing  Lender makes any payment
      under any Letter of Credit issued by it and the Borrower  shall not have
      reimbursed  such  amount  in full to such  Issuing  Lender  pursuant  to
      Section   2.04(a),   such  Issuing  Lender  shall  promptly  notify  the
      Administrative  Agent, which shall promptly notify each Participant,  of
      such failure,  and each Participant  shall promptly and  unconditionally
      pay to the  Administrative  Agent for the account of such Issuing Lender
      the  amount  of  such  Participant's   Percentage  (as  relates  to  the
      respective  Letter of  Credit) of such  unreimbursed  payment in Dollars
      and in same day funds. If the  Administrative  Agent so notifies,  prior
      to 11:00 A.M.  (New York  time) on any  Business  Day,  any  Participant
      required to fund a payment  under a Letter of Credit,  such  Participant
      shall make available to the  Administrative  Agent at the Payment Office
      for the account of such  Issuing  Lender in Dollars  such  Participant's
      Percentage  (as  relates  to the  respective  Letter of  Credit)  of the
      amount of such payment on such  Business  Day in same day funds.  If and
      to the extent such Participant  shall not have so made its Percentage of
      the amount of such  payment  available to the  Administrative  Agent for
      the account of such Issuing Lender,  such  Participant  agrees to pay to
      the  Administrative  Agent  for  the  account  of such  Issuing  Lender,
      forthwith on demand such amount,  together  with interest  thereon,  for
      each day from  such  date  until  the date  such  amount  is paid to the
      Administrative  Agent  for the  account  of such  Issuing  Lender at the
      overnight  Federal Funds Rate.  The failure of any  Participant  to make
      available  to the  Administrative  Agent for the account of such Issuing
      Lender its  Percentage  of any payment under any Letter of Credit issued
      by it  shall  not  relieve  any  other  Participant  of  its  obligation
      hereunder to make available to the Administrative  Agent for the account
      of such Issuing  Lender its  Percentage  of any such Letter of Credit on
      the date  required,  as specified  above,  but no  Participant  shall be
      responsible  for the failure of any other  Participant to make available
      to the Administrative  Agent for the account of such Issuing Lender such
      other Participant's Percentage of any such payment.

                  (d)  Whenever  any  Issuing  Lender  receives a payment of a
      reimbursement  obligation  as to  which  the  Administrative  Agent  has
      received (for the account of any such Issuing  Lender) any payments from
      the  Participants  pursuant to clause  (c) above,  such  Issuing  Lender
      shall forward such payment to the  Administrative  Agent,  which in turn
      shall  distribute  to each  Participant  which  has paid its  Percentage
      thereof,  in same day funds, an amount equal to such Participant's share
      (based upon the  proportionate

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<PAGE>

      aggregate  amount  originally  funded by such Participant to the aggregate
      amount  funded  by all  Participants)  of the  principal  amount  of  such
      reimbursement  obligation and interest thereon accruing after the purchase
      of the respective participations.

                  (e) Each Issuing  Lender shall,  promptly after the issuance
      of, or amendment  to, a Letter of Credit give the  Administrative  Agent
      and the Borrower  written  notice of such issuance or amendment,  as the
      case may be,  and such  notice  shall  be  accompanied  by a copy of the
      issued Letter of Credit or  amendment,  as the case may be. Upon receipt
      of such notice,  the  Administrative  Agent shall  promptly  notify each
      Participant,  in writing, of such issuance or amendment and in the event
      a Participant shall so request,  the Administrative  Agent shall furnish
      such Participant with a copy of such issuance or amendment.

                  (f)   Each   Issuing    Lender   shall    deliver   to   the
      Administrative  Agent,  promptly on the first Business Day of each week,
      by facsimile  transmission,  the aggregate daily Stated Amount available
      to be drawn  under the  outstanding  Letters  of  Credit  issued by such
      Issuing Lender for the previous week.  The  Administrative  Agent shall,
      within  10 days  after the last  Business  Day of each  calendar  month,
      deliver to each  Participant a report  setting forth for such  preceding
      calendar month the aggregate  daily Stated Amount  available to be drawn
      under all outstanding Letters of Credit during such calendar month.

                  (g) The  obligations  of the  Participants  to make payments
      to the  Administrative  Agent for the account of the respective  Issuing
      Lender  with  respect  to  Letters  of  Credit  issued  by it  shall  be
      irrevocable   and  not  subject  to  any   qualification   or  exception
      whatsoever  and  shall  be  made  in  accordance   with  the  terms  and
      conditions  of  this  Agreement  under  all  circumstances,   including,
      without limitation, any of the following circumstances:

                  (i)   any  lack  of  validity  or   enforceability  of  this
            Agreement or any of the other Credit Documents;

                  (ii)  the existence of any claim,  setoff,  defense or other
            right which the  Borrower or any of its  Subsidiaries  may have at
            any time against a  beneficiary  named in a Letter of Credit,  any
            transferee  of any  Letter of Credit  (or any  Person for whom any
            such  transferee may be acting),  the  Administrative  Agent,  any
            Lender, any Issuing Lender, any Participant,  or any other Person,
            whether in connection with this  Agreement,  any Letter of Credit,
            the   transactions    contemplated   herein   or   any   unrelated
            transactions  (including  any underlying  transaction  between the
            Borrower or any of its Subsidiaries  and the beneficiary  named in
            any such Letter of Credit);

                  (iii) any   draft,   certificate   or  any  other   document
            presented  under  any  Letter  of  Credit  proving  to be  forged,
            fraudulent,   invalid  or  insufficient  in  any  respect  or  any
            statement therein being untrue or inaccurate in any respect;

                                       5
<PAGE>

                  (iv)  the  surrender or  impairment  of any security for the
            performance  or  observance  of  any of  the  terms  of any of the
            Credit Documents; or

                  (v)   the occurrence of any Default or Event of Default.

                  Section 2.04  Agreement to Repay Letter of Credit  Drawings.
      (a) The Borrower  hereby  agrees to reimburse  each Issuing  Lender,  by
      making  payment to the  Administrative  Agent in  immediately  available
      funds at the Payment  Office,  for any payment or  disbursement  made by
      such Issuing  Lender under any Letter of Credit  issued by it (each such
      amount, so paid until reimbursed,  an "Unpaid Drawing"),  not later than
      four Business Days  following  receipt by the Borrower of notice of such
      payment or disbursement  (provided that no such notice shall be required
      to be given if a Default  or an Event of  Default  under  Section  10.05
      shall have occurred and be continuing,  in which case the Unpaid Drawing
      shall  be due  and  payable  immediately  without  presentment,  demand,
      protest  or notice of any kind  (all of which are  hereby  waived by the
      Borrower)),  with  interest on the amount so paid or  disbursed  by such
      Issuing  Lender,  to the  extent  not  reimbursed  prior to  12:00  Noon
      (New York  time) on the date of such payment or  disbursement,  from and
      including  the date paid or  disbursed  to but  excluding  the date such
      Issuing  Lender was  reimbursed  by the Borrower  therefor at a rate per
      annum equal to the Base Rate,  as in effect from time to time,  plus the
      Applicable  Margin as in effect  from time to time  minus 1%;  provided,
      however,  to the extent such amounts are not  reimbursed  prior to 12:00
      Noon  (New York  time) on the fourth  Business Day following the receipt
      by the Borrower of notice of such payment or  disbursement  or following
      the  occurrence of a Default or an Event of Default under Section 10.05,
      interest shall thereafter  accrue on the amounts so paid or disbursed by
      such Issuing  Lender (and until  reimbursed  by the  Borrower) at a rate
      per annum  equal to the Base  Rate in effect  from time to time plus the
      Applicable  Margin  as in effect  from  time to time plus 1%,  with such
      interest to be payable on demand.  Each  Issuing  Lender  shall give the
      Borrower  prompt  written  notice of each  Drawing  under any  Letter of
      Credit  issued by it,  provided that the failure to give any such notice
      shall in no way affect,  impair or diminish the  Borrower's  obligations
      hereunder.

                  (b) The  obligations  of the  Borrower  under  this  Section
      2.04  to  reimburse  the  respective  Issuing  Lender  with  respect  to
      drawings on Letters of Credit (each,  a "Drawing")  (including,  in each
      case,  interest thereon) shall be absolute and  unconditional  under any
      and all  circumstances  and irrespective of any setoff,  counterclaim or
      defense to payment  which the  Borrower may have or have had against any
      Lender  (including in its capacity as Issuing  Lender or  Participant or
      as  Participant),  or  any  non-application  or  misapplication  by  the
      beneficiary  of the proceeds of such  Drawing,  the  respective  Issuing
      Lender's  only  obligation  to the  Borrower  being to confirm  that any
      documents  required to be delivered  under such Letter of Credit  appear
      to have  been  delivered  and that they  appear to comply on their  face
      with  the  requirements  of  such  Letter  of  Credit.  Subject  to  the
      provisions of the immediately  preceding  sentence,  any action taken or
      omitted to be taken by any Issuing  Lender under or in  connection  with
      any  Letter  of  Credit  if taken or  omitted  in the  absence  of gross
      negligence  or willful  misconduct as determined by a court of competent
      jurisdiction,  shall not create for such  Issuing  Lender any  resulting
      liability to the Borrower or any other Credit Party.


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<PAGE>

                  2.05  Increased  Costs.  If at any  time  after  the  Second
      Amendment   Effective  Date,  any  Issuing  Lender  or  any  Participant
      determines  that the  introduction  of or any  change in any  applicable
      law,  rule,   regulation,   order,   guideline  or  request  or  in  the
      interpretation or administration  thereof by any governmental  authority
      charged  with  the   interpretation   or  administration   thereof,   or
      compliance by any Issuing Lender or any Participant  with any request or
      directive  by any such  authority  (whether  or not  having the force of
      law),  shall either  (a) impose,  modify or make applicable any reserve,
      deposit,  capital  adequacy or similar  requirement  against  Letters of
      Credit  issued  by  any  Issuing  Lender  or   participated  in  by  any
      Participant,  or (b) impose on any Issuing Lender or any Participant any
      other conditions relating,  directly or indirectly, to this Agreement or
      any  Letter of  Credit;  and the  result of any of the  foregoing  is to
      increase the cost to any Issuing  Lender or any  Participant of issuing,
      maintaining  or  participating  in any Letter of  Credit,  or reduce the
      amount of any sum received or  receivable  by any Issuing  Lender or any
      Participant  hereunder  or reduce the rate of return on its capital with
      respect to Letters of Credit,  then, upon demand to the Borrower by such
      Issuing Lender or any  Participant (a copy of which demand shall be sent
      by  such  Issuing  Lender  or  such  Participant  to the  Administrative
      Agent),  the  Borrower  agrees  to pay to such  Issuing  Lender  or such
      Participant  such  additional  amount or amounts as will compensate such
      Lender for such increased cost or reduction in the amount  receivable or
      reduction  on the rate of return on its capital.  Any Issuing  Lender or
      any Participant,  upon  determining that any additional  amounts will be
      payable  pursuant to this Section 2.05,  will give prompt written notice
      thereof  to the  Borrower,  which  notice  shall  include a  certificate
      submitted to such  Borrower by such Issuing  Lender or such  Participant
      (a copy of which  certificate  shall be sent by such  Issuing  Lender or
      such  Participant  to  the  Administrative   Agent),  setting  forth  in
      reasonable  detail the basis for and the  calculation of such additional
      amount or amounts  necessary to compensate  such Issuing  Lender or such
      Participant,  although  the  failure to give any such  notice  shall not
      release  or  diminish  the  Borrower's  obligations  to  pay  additional
      amounts  pursuant to this Section 2.05. The  certificate  required to be
      delivered  pursuant to this  Section  2.05 shall,  if  delivered in good
      faith and absent  manifest error, be final and conclusive and binding on
      the Borrower."

      5. Section 3.01 of the Credit Agreement is hereby amended by (i) inserting
the text ";  Fees"  immediately  after  the  first  time  the  word  "Commitment
Commission"  appearing  in said Section and (ii)  inserting  the  following  new
clauses (c), (d) and (e) at the end thereof:

                  "(c)  The  Borrower  agrees  to pay  to  the  Administrative
      Agent for  distribution  to each  Lender  (based  on each such  Lender's
      respective  Percentage),  a fee in respect of each Letter of Credit (the
      "Letter of Credit  Fee") for the period from and  including  the date of
      issuance  of  such  Letter  of  Credit  to and  including  the  date  of
      termination  or expiration of such Letter of Credit,  computed at a rate
      per annum  equal to the  Applicable  Margin  then in effect from time to
      time on the daily Stated  Amount of each such Letter of Credit.  Accrued
      Letter of Credit Fees shall be due and payable  quarterly  in arrears on
      each  Scheduled  Payment Date and on the Maturity  Date (or such earlier
      date upon which the Total Revolving Loan Commitment is terminated).

                  (d) The  Borrower  agrees to pay  directly  to each  Issuing
      Lender,  for its own account,  a facing fee in respect of each Letter of
      Credit  issued  by it  (the  "Facing

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<PAGE>

      Fee") for the  period  from and  including  the date of  issuance  of such
      Letter of Credit to and including the date of termination or expiration of
      such Letter of Credit,  computed at a rate per annum equal to 1/8 of 1% on
      the daily  Stated  Amount of such Letter of Credit,  provided  that in any
      event the minimum amount of Facing Fees payable in any twelve-month period
      for each  Letter of Credit  shall be not less than $500;  it being  agreed
      that,  on the  day of  issuance  of  any  Letter  of  Credit  and on  each
      anniversary  thereof prior to the termination or expiration of such Letter
      of Credit,  if $500 will exceed the amount of Facing Fees that will accrue
      with  respect  to such  Letter of Credit  for the  immediately  succeeding
      twelve-month  period,  the  full  $500  shall  be  payable  on the date of
      issuance  of such Letter of Credit and on each such  anniversary  thereof.
      Except as otherwise  provided in the proviso to the immediately  preceding
      sentence,  accrued  Facing  Fees  shall be due and  payable  quarterly  in
      arrears on each Scheduled  Payment Date and upon the first day on or after
      the  termination  of the Total  Revolving  Loan  Commitment  upon which no
      Letters of Credit remain outstanding.

                  (e)  The   Borrower   agrees  to  pay,   upon  each  payment
      (including any partial  payment)  under,  issuance of,  extension of, or
      amendment  to, any Letter of Credit  issued  hereunder,  such  amount as
      shall at the time of such event be the  administrative  charge which the
      respective  Issuing Lender is generally charging in connection with such
      occurrence with respect to letters of credit."

      6.  Section  3.01(a)  of the  Credit  Agreement  is hereby  amended by (i)
inserting the text "(i)" immediately prior to the word "daily average" appearing
in said Section and (ii)  inserting the  following  text  immediately  after the
words "Non-Defaulting Lender":

      "minus  (ii) the  Percentage  of the  aggregate  of all Letter of Credit
      Outstandings for such Non-Defaulting Lender".

      7.  Section  4.02(a)  of the  Credit  Agreement  is hereby  amended by (x)
inserting  the  words  "and  the  Letter  of  Credit  Outstandings"  immediately
following the words "outstanding  principal amount of Revolving Loans" appearing
in said Section and (y) inserting the following new sentence at the end thereof:

      "If, after giving effect to the prepayment of all outstanding  Revolving
      Loans,  the  aggregate  amount  of the  Letter  of  Credit  Outstandings
      exceeds  the Total  Revolving  Loan  Commitment  as then in effect,  the
      Borrower  shall  pay to the  Collateral  Agent on such date an amount of
      cash or Cash  Equivalents  equal to the  amount of such  excess (up to a
      maximum  amount  equal to the  Letter  of  Credit  Outstandings  at such
      time),  such cash or Cash  Equivalents  to be held as  security  for all
      obligations of the Borrower  hereunder in a cash  collateral  account to
      be established by the Collateral Agent."

      8.  Section 6 of the Credit  Agreement  is hereby  amended by deleting the
first  paragraph  thereof in its entirety and  inserting the following new first
paragraph in lieu thereof:

      "SECTION 6.  Conditions  Precedent to All Credit Events.  The obligation
      of each  Lender  to make  Loans  (including  Loans  made on the  Initial
      Borrowing Date and each Borrowing

                                       8
<PAGE>

      Date  thereafter),  and the  obligation of any Issuing Lender to issue any
      Letter  of  Credit,  is  subject  to the  satisfaction  of  the  following
      conditions:"

      9. Section 6.02 of the Credit Agreement is hereby amended by (i) inserting
the text "(a)"  immediately  prior to the word "Prior" appearing in said Section
and (ii)  inserting the  following  new  sub-clause  (b)  immediately  following
sub-clause (a) of said Section:

                  "(b) Prior to the  issuance  of each  Letter of Credit,  the
      Administrative  Agent  and the  respective  Issuing  Lender  shall  have
      received a Letter of Credit Request meeting the  requirements of Section
      2.02."

      10. The first  paragraph  of Section 7 of the Credit  Agreement  is hereby
amended by (x) inserting the text ", and issue (or  participate  in) the Letters
of Credit" immediately following the words "to make the Loans" appearing therein
and (y) inserting the words "and issuance of the Letters of Credit"  immediately
following the words "the making of Loans" appearing therein.

      11. The first  paragraph  of Section 8 of the Credit  Agreement  is hereby
amended  by (x)  inserting  the words "and all  Letters  of Credit"  immediately
following the words "Total Revolving Loan Commitments" appearing therein and (y)
deleting the words "Loans and Notes"  appearing  therein and  inserting the text
"Loans, Notes and Unpaid Drawings" in lieu thereof.

      12.  Section  8.01(d) of the  Credit  Agreement  is hereby  amended by (x)
inserting  the text "(i)"  immediately  prior to the text  "commencing"  and (y)
inserting the following new clause (ii) at the end of clause (i) thereof:

            "  and  (ii)   commencing   on  and  after   January   1,  2005  a
            determination  of the Annual Fleet Renewal  Reserve Amount and the
            Annual  Fleet  Maintenance  Reserve  Amount for such  fiscal  year
            together  with such  calculations  (in  reasonable  detail) of the
            Annual  Fleet  Renewal  Amount  and the Annual  Fleet  Maintenance
            Amount   and  a   certification   that   such   calculations   and
            determinations  have  been  approved  by the  Borrower's  Board of
            Directors;  provided  that  for  the  fiscal  year  commencing  on
            January 1, 2005,  the Borrower  shall deliver the  determinations,
            calculations  and  certification  required  by this clause (ii) to
            the  Administrative  Agent  not  less  than 30 days  prior  to the
            declaration  or payment of any Dividend.  It is recognized by each
            Lender  and the  Administrative  Agent that such  projections  and
            determinations  provided by the Borrower,  although reflecting the
            Borrower's good faith projections and  determinations,  are not to
            be viewed as facts and that  actual  results  covered  by any such
            determination may differ from the projected results.".

      13. The first  paragraph  of Section 9 of the Credit  Agreement  is hereby
amended  by (x)  inserting  the words "and all  Letters  of Credit"  immediately
following the words  "Commitments"  appearing therein and (y) deleting the words
"Loans and Notes"  appearing  therein and inserting  the text "Loans,  Notes and
Unpaid Drawings" in lieu thereof.

      14. Section 9.03 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of clause (i) of said Section, (ii) deleting
the period appearing at the

                                       9
<PAGE>

end of  clause  (ii) of said  Section  and  inserting  the text ";  and" in lieu
thereof and (iii) inserting the following new clause (iii) immediately following
clause (ii) therein:

            "(iii)      the Borrower may make, pay or declare cash  Dividends;
      provided  that,  for all  Dividends  paid pursuant to this clause (iii),
      (A) Dividends shall be paid within 90 days of the  declaration  thereof;
      (B)  Dividends  paid in respect to a fiscal  quarter  shall only be paid
      after the date of delivery of quarterly or annual  financial  statements
      for such fiscal  quarter,  pursuant to Sections  8.01(a) and (b), as the
      case  may  be,  and  on  or  prior  to 45  days  after  the  immediately
      succeeding  fiscal  quarter,  (C) no  Default  or Event of  Default  has
      occurred  and  is  continuing  at  the  time  of  declaration,   (D)  no
      Significant  Default  has  occurred  and is  continuing  (or would arise
      after giving effect  thereto) at the time of payment,  (E) the aggregate
      Dividends  paid in  respect  of a fiscal  quarter  shall not  exceed the
      Permitted  Dividend  Amount for such fiscal  quarter and (F) on or prior
      to the  declaration and payment of a Dividend the Borrower shall deliver
      to the  Administrative  Agent an  officer's  certificate  signed  by the
      Chief   Financial   Officer  of  the  Borrower,   certifying   that  the
      requirements  set forth in clauses  (A) through  (E) are  satisfied  and
      setting  forth  the  calculation  of the  Permitted  Dividend  Amount in
      reasonable detail.".

      15. Section 9.11 of the Credit Agreement is hereby amended by deleting the
text "130" appearing therein and inserting in lieu thereof "140".

      16. Section 9.12(b) of the Credit  Agreement is hereby amended by deleting
such Section in its entirety and inserting the following new Section  9.12(b) in
lieu thereof:

            "(b)  The  Borrower  will  not,  and will  not  permit  any of its
      Subsidiaries   to  amend  or  modify,   or  permit  the   amendment   or
      modification  of, any  provision of any Senior Note Document or make any
      payment  consistent  with an amendment  thereof or change thereto if the
      effect of such  amendment or change is to (i) increase the interest rate
      on the  Senior  Notes,  (ii)  change (to  earlier  dates) any dates upon
      which payments of principal or interest are due thereon,  (iii) increase
      the outstanding  principal  amount of the Senior Notes,  (iv) change any
      event of  default  or  condition  to an event of  default  with  respect
      thereto  (other  than to (A)  eliminate  any such  event of  default  or
      condition to an event of default,  (B) increase any grace period related
      thereto or (C) modify or amend any event of default or  condition  to an
      event of  default  in any  manner so as to make such event of default or
      condition  less  restrictive  to the  Borrower),  (v) together  with all
      other  amendments  or  changes  made,  is  to  increase  materially  the
      obligations  of the  Borrower  thereunder  or to confer  any  additional
      rights on the  holders  of such  Senior  Notes  (or a  trustee  or other
      representative  on their behalf),  which would reasonably be expected to
      be  materially  adverse to any Lenders,  or (vi) make all other terms of
      the Senior Note Documents (including,  without limitation,  with respect
      to  the  amortization,  redemption  provisions,  maturities,  covenants,
      defaults and  remedies)  less  favorable in any material  respect to the
      Borrower  and  its   Subsidiaries   than  those   previously   existing.
      Notwithstanding  the foregoing,  no amendments or  modifications  of any
      provision of any Senior Note  Document  shall be incurred if any Default
      or Event of Default has occurred and is  continuing  at the time of such
      amendment or modification (or would arise after giving effect thereto).

                                       10
<PAGE>

      17. Section 9.12(c) of the Credit  Agreement is hereby amended by deleting
said Section in its entirety and inserting the following in lieu thereof:

            "(c)  The  Borrower  will not make (or give any  notice in respect
      of) any  voluntary  or optional  payment  (excluding,  for  avoidance of
      doubt, any payment of regularly  accruing  interest on any Senior Notes)
      or optional  prepayment on or optional  redemption,  optional repurchase
      or acquisition for value of (including,  without  limitation,  by way of
      depositing  with the trustee  with  respect  thereto or any other Person
      money or  securities  before due for the  purpose of paying when due) of
      any Senior Notes;  provided that the Borrower shall be permitted to make
      a voluntary or optional  prepayment,  repurchase  or  redemption  of the
      Senior  Notes  when (i) the  aggregate  amount  paid in  respect of such
      prepayment,  repurchase or  redemption  (exclusive of accrued and unpaid
      interest) does not exceed the Senior Note  Repurchase  Amount,  (ii) the
      price paid to  prepay,  repurchase  or redeem  any Senior  Notes may not
      exceed  130%  of  the  principal   amount  of  the  Senior  Notes  being
      repurchased or redeemed plus accrued and unpaid interest thereon,  (iii)
      no Default or Event of Default has occurred and is continuing  (or would
      arise after giving  effect  thereto) and (iv) the  Administrative  Agent
      shall have received a  certificate,  dated the date of such  prepayment,
      redemption or repurchase of Senior Notes,  signed by the Chief Financial
      Officer of the Borrower,  certifying that the  requirements set forth in
      clauses (i) through (iii) are satisfied.".

      18.  Section  10.01(ii)  of the  Credit  Agreement  is hereby  amended  by
inserting  the  words  "Unpaid  Drawings  or"  immediately  following  the words
"payment when due of any" appearing therein.

      19. Section 10 of the Credit  Agreement is hereby  further  amended by (x)
inserting the following  new clauses  (iii) and (iv)  immediately  following the
semicolon at the end of clause (ii) appearing in the last paragraph thereof:

            "(iii)  terminate  any Letter of Credit that may be  terminated in
      accordance  with its terms;  (iv)  direct the  Borrower  to pay (and the
      Borrower  agrees  that  upon  receipt  of  such  notice,   or  upon  the
      occurrence and during the  continuance of an Event of Default  specified
      in Section 10.05,  it will pay) to the  Collateral  Agent at the Payment
      Office  such  additional  amount of cash,  to be held as security by the
      Collateral  Agent,  as is equal to the  aggregate  Stated  Amount of all
      Letters of Credit issued for the Borrower and then outstanding;"

and (y)  redesignating  clause  (iii)  (before  giving  effect to  immediately
preceding clause (x) above) thereof as clause (v).

      20. The  definition  of  "Indebtedness"  appearing in Section 11.01 of the
Credit  Agreement  is hereby  amended by (x)  deleting  the text "(vi) or (vii)"
appearing in clause (iii) thereof and inserting the text "(vi),  (vii) or (viii)
in lieu  thereof,  (y) deleting the word "and" at the end of clause (vi) thereof
and inserting a comma in lieu thereof and (z) inserting the following new clause
(viii) at the end of clause (vii) thereof:

                                       11
<PAGE>

            "and (viii) the  maximum  amount  available  to be drawn under all
      Letters of Credit  issued for the  account of such Person and all Unpaid
      Drawings in respect of such Letters of Credit."

      21. The  definition  of  "Obligations"  appearing in Section  11.01 of the
Credit  Agreement is hereby  amended by (x)  inserting  the text ", each Issuing
Lender" immediately following the words "or any Lender" appearing therein.

      22. The definition of "Required Lenders" appearing in Section 11.01 of the
Credit Agreement is hereby amended by inserting the words "and the Percentage of
Letter of Credit  Outstandings"  immediately  following  the words  "outstanding
Revolving Loans" appearing in the third parenthetical thereof.

      23. The definition of "Unutilized  Revolving Loan Commitment" appearing in
Section  11.01 of the Credit  Agreement is hereby  amended by (x)  inserting the
text " plus the  Percentage  of such  Lender's  Letter of  Credit  Outstandings"
immediately following the words "then outstanding" appearing therein.

      24.  Section 11 of the Credit  Agreement is hereby amended by inserting in
the appropriate alphabetical order the following new definitions:

            "Annual Fleet  Maintenance  Reserve  Amount"  shall mean,  for any
      fiscal year, the aggregate  amount of funds budgeted by the Borrower for
      such fiscal year to maintain  and drydock the  Borrower's  fleet  during
      such  fiscal  year in order to  maintain  each  Vessel  in the  fleet in
      accordance  with the  provisions  contained in the Credit  Agreement and
      the  other  Credit  Documents,   such  amount  to  be  approved  by  the
      Borrower's Board of Directors acting reasonably and in good faith.

            "Annual Fleet Renewal  Reserve  Amount" shall mean, for any fiscal
      year, the amount  determined by the Borrower's Board of Directors acting
      reasonably  to be an amount  which  should be reserved  and/or  expended
      during such fiscal year for renewal capital  expenditures  and/or vessel
      acquisitions to insure the indefinite  renewal of the Borrower's  fleet,
      such  determination to take into account,  inter alia the remaining life
      and prevailing asset value of the fleet.

            "Drawing" has the meaning provided in Section 2.04(b).

            "Equity  Issuance  Amount"  shall  mean  an  amount  equal  to the
      aggregate net cash  proceeds  received by the Borrower from the issuance
      of its  common  stock or  Qualified  Preferred  Stock  after the  Second
      Amendment Effective Date.

            "Facing Fee" shall have the meaning provided in Section 3.01(d).

            "Fleet  Maintenance  Reserve"  shall mean for a fiscal quarter one
      quarter of the Annual Fleet  Maintenance  Reserve  Amount for the fiscal
      year in which such fiscal quarter occurs.

            "Fleet  Renewal  Reserve"  shall  mean  for a fiscal  quarter  one
      quarter of the Annual Fleet Reserve  Amount for the fiscal year in which
      such fiscal quarter occurs.

                                       12
<PAGE>

            "Issuing  Lender"  shall  mean the  Administrative  Agent  and any
      Lender (which,  for purposes of this definition,  also shall include any
      banking  affiliate  of any Lender  which has agreed to issue  Letters of
      Credit  under this  Agreement)  which at the request of the Borrower and
      with the consent of the  Administrative  Agent (which  consent shall not
      be unreasonably  withheld) agrees, in such Lender's sole discretion,  to
      become an Issuing  Lender for the  purpose of issuing  Letters of Credit
      pursuant to Section 2.01.

            "Letter of  Credit"  shall have the  meaning  provided  in Section
      2.01(a).

            "Letter of Credit Fee" shall have the meaning  provided in Section
      3.01(c).

            "Letter of Credit  Outstandings"  shall mean, at any time, the sum
      of (i) the aggregate Stated Amount of all outstanding  Letters of Credit
      and (ii) the amount of all Unpaid Drawings.

            "Letter of Credit  Request"  shall have the  meaning  provided  in
      Section 2.02(a).

            "Negative  Permitted Dividend Carry Forward Amount" shall mean for
      a fiscal  quarter,  the aggregate  Permitted  Dividend  Amounts for each
      fiscal  quarter  commencing  on or after January 1, 2005 and ended prior
      to such fiscal quarter.

            "Participant" shall have the meaning provided in Section 2.03(a).

            "Percentage"  of any  Lender  at any time  shall  mean a  fraction
      (expressed  as a  percentage)  the  numerator of which is the  Revolving
      Loan  Commitment  of such  Lender  at such time and the  denominator  of
      which is the Total  Revolving  Loan  Commitment  at such time,  provided
      that if the  Percentage  of any  Lender  is to be  determined  after the
      Total   Revolving  Loan  Commitment  has  been   terminated,   then  the
      Percentages  of the Lenders shall be determined  immediately  prior (and
      without giving effect) to such termination.

            "Permitted  Dividend  Amount" shall mean,  for each fiscal quarter
      of the  Borrower,  the  sum of (x)  Specified  EBITDA  for  such  fiscal
      quarter and (y) the lesser of zero or the  Negative  Permitted  Dividend
      Carry Forward Amount for such fiscal  quarter,  minus the sum of the (a)
      the Fleet  Maintenance  Reserve for such fiscal  quarter,  (b) the Fleet
      Renewal Reserve for such fiscal quarter,  (c) net interest  expenses for
      such fiscal quarter and (d) cash taxes for such fiscal quarter.

            "Second  Amendment"  shall mean the Second Amendment to the Credit
      Agreement,  dated as of March __, 2005, among the Borrower,  the Lenders
      and the Administrative Agent.

            "Second Amendment  Effective Date" shall have the meaning provided
      in the Second Amendment.

                                       13
<PAGE>

            "Senior Note Repurchase  Amount" shall mean an amount equal to the
      sum of $125,000,000 plus the Equity Issuance Amount.

            "Significant  Default" shall mean any Event of Default pursuant to
      Section 10.03 with respect to any failure to comply with Sections  9.07,
      9.08,  9.09, 9.10 or 9.11 or any Default or Event of Default pursuant to
      Section 10.01 or 10.05.

            "Specified  EBITDA" shall mean, for any period,  Consolidated  Net
      Income plus  Consolidated  Net Interest  Expense for such period and the
      amount of all  depreciation  and  amortization  deducted in  determining
      Consolidated Net Income for such period.

            "Stated  Amount" of each Letter of Credit shall, at any time, mean
      the  maximum  amount  available  to be drawn  thereunder  (in each  case
      determined  without  regard to whether any  conditions  to drawing could
      then be met).

            "Total  Available  Revolving Loan  Commitment"  shall mean, at any
      time,  the sum of the Available  Revolving  Loan  Commitments of each of
      the Lenders at such time.

            "Unpaid  Drawing"  shall  have the  meaning  provided  in  Section
      2.04(a).

      25.  Section  13.04(b)  of the  Credit  Agreement  is  hereby  amended  by
inserting the text "2.05," immediately following the text "Sections 1.09, 1.10,"
each time it appears therein.

      26.  Section 13.13 of the Credit  Agreement is hereby amended by inserting
the text "2.05," immediately following the text "Sections 1.09, 1.10," appearing
therein.

      27.  Section 13.14 of the Credit  Agreement is hereby amended by inserting
the text ", 2.05" immediately  following the text "Section 1.09, 1.10" appearing
therein.

      28.  Section 13.15 of the Credit  Agreement is hereby amended by inserting
the text ", 2.05" immediately  following the text "Section 1.09, 1.10" appearing
therein.

      29. The Credit Agreement is hereby amended by inserting Exhibit P attached
hereto thereto.

B.    Miscellaneous Provisions

      1. In order to induce the Lenders to enter into this Second Amendment, the
Borrower hereby  represents and warrants to each of the Lenders that immediately
after giving effect to this Second Amendment (i) all of the  representations and
warranties  contained in the Credit  Agreement and in the other Credit Documents
are true and correct in all material  respects on and as of the Second Amendment
Effective Date (unless such  representations and warranties relate to a specific
earlier date, in which case such  representations  and warranties  shall be true
and correct in all  material  respects as of such  earlier  date) and (ii) there
exists no Default or Event of Default on the Second Amendment Effective Date.


                                       14
<PAGE>

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

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

      4. THIS SECOND  AMENDMENT  AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES
HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

      5. This Second  Amendment shall become  effective on the date (the "Second
Amendment  Effective  Date")  when each of the  following  conditions  have been
satisfied:

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

            (ii)  each Vessel Mortgage shall have been amended (such amendments,
                  the  "Vessel  Mortgage  Amendments")  in a  manner  reasonably
                  satisfactory in form and substance to the Administrative Agent
                  to secure the Obligations.

      6. On the Second  Amendment  Effective Date, the Borrower hereby agrees to
pay in immediately  available funds to the Administrative Agent for distribution
to each Lender that  executes and delivers to the  Administrative  Agent (or its
designee) a counterpart  of this Amendment by the close of business on March 25,
2005,  a  non-refundable  cash fee in an amount (in U.S.  dollars)  equal to 7.5
basis points (0.075%) of an amount equal to the sum of the outstanding principal
amount of Term Loans and the Revolving Loan  Commitment of such Lender,  in each
case, as the same is in effect on the Second Amendment Effective Date, which fee
shall not be subject to  counterclaim  or set-off for, or be otherwise  affected
by, any claim or dispute relating to any other matter.

      7. From and after the Second  Amendment  Effective Date, all references in
the Credit  Agreement and in the other Credit  Documents to the Credit Agreement
shall be deemed to be referenced to the Credit Agreement as modified hereby.

      8. By executing and delivering a copy hereof,  each  Subsidiary  Guarantor
hereby (i) agrees that the term "Credit Document  Obligations" as defined in the
Subsidiaries  Guaranty  and Security  Documents  shall  include all  obligations
pursuant  to the  issuance of Letters of Credit  (including  the  obligation  to
reimburse  Unpaid  Drawings) and (ii) reaffirms that the Security  Documents and
Subsidiaries Guaranty are in full force and effect.

                                      * * *


                                       15

<PAGE>

                           [SIGNATURE PAGES TO FOLLOW]













                                       16

<PAGE>


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

                              GENERAL MARITIME CORPORATION,
                              as Borrower

                              By___________________________________
                                Name:
                                Title:







Acknowledged and agreed to by:


GMR TRADER LLC,
GMR ADMINISTRATION CORP.,
GMR AGAMEMNON LLC,
GMR AJAX LLC,
GMR ALEXANDRA LLC,
GMR ALTA LLC,
GMR ARGUS LLC,
GMR ARISTON LLC,
GMR BOSS LLC,
GMR CENTAUR LLC,
GMR CHALLENGER LLC,
GMR CHAMP LLC,
GMR COMMANDER LLC,
GMR CONQUEROR LLC,
GMR CONSTANTINE LLC,
GMR DEFIANCE LLC,
GMR ENDURANCE LLC,
GMR GABRIEL LLC,
GMR GEORGE LLC ,
GMR GULF LLC,
GMR HARRIET LLC,
GMR HECTOR LLC,
as Subsidiary Guarantors


By:_________________________________
Name:
Title:


                                       17

<PAGE>

GMR HONOUR LLC,
GMR HOPE LLC,
GMR HORN LLC,
GMR KESTREL LLC,
GMR LEONIDAS LLC,
GMR MACEDON LLC,
GMR MINOTAUR LLC,
GMR NESTOR LLC,
GMR ORION LLC,
GMR PERICLES LLC,
GMR PHOENIX LLC,
GMR PRINCESS LLC,
GMR PROGRESS LLC,
GMR PROMETHEUS LLC,
GMR REVENGE LLC,
GMR SKY LLC,
GMR SPARTIATE LLC,
GMR SPIRIT LLC,
GMR SPYRIDON LLC,
GMR STAR LLC,
GMR STRENGTH LLC,
GMR SUN LLC,
GMR TRADER LTD,
GMR TRANSPORTER LLC,
GMR TRAVELLER LLC,
GMR TRUST LLC,
GMR ZOE LLC,
as Subsidiary Guarantors



By:____________________________
Name:
Title:



                                       18

<PAGE>

                              NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as
                                Administrative Agent and as Collateral Agent


                              By_______________________________________
                                 Title:



                              By_______________________________________
                                 Title:



                              NORDEA BANK NORGE ASA, GRAND CAYMAN BRANCH, as
                              a Lender



                              By_______________________________________
                                 Title:



                              By_______________________________________
                                 Title:


<PAGE>

                              SIGNATURE  PAGE TO THE SECOND  AMENDMENT,  DATED
                              AS MARCH  __,  2005,  TO THE  CREDIT  AGREEMENT,
                              DATED  AS  OF  JULY  1,  2004,   AMONG   GENERAL
                              MARITIME   CORPORATION,   VARIOUS   LENDERS  AND
                              NORDEA  BANK  FINLAND  PLC,  NEW YORK  BRANCH AS
                              ADMINISTRATIVE AGENT

                              NAME OF INSTITUTION:



                              ______________________________________



                              By:____________________________________
                                 Name:
                                 Title:


<PAGE>

                                                                       EXHIBIT P
                                                                       ---------

                            LETTER OF CREDIT REQUEST
                            ------------------------



                                                      Dated _______________(1)



Nordea Bank Finland Plc,
New York Branch as
  Administrative Agent under the
  Credit Agreement referred to below
437 Madison Avenue, 21ST Floor
New York, New York  10022

Attention:  Trade Finance Department
            Facsimile: (212) 421-4420

[Name and Address of the
respective Issuing Lender]

Attention:_________________


Ladies and Gentlemen:

            The undersigned, General Maritime Corporation, a Marshall Islands
corporation (the "Borrower"), refer to the Credit Agreement, dated as of July
1, 2004, (as amended, modified or supplemented from time to time, the "Credit
Agreement", the capitalized terms defined therein being used herein as
therein defined), among the Borrowers the lending institutions from time to
time party thereto (the "Lenders") and Nordea Bank Finland Plc, New York
Branch, as Administrative Agent.

            The undersigned hereby requests that __________,(2) as Issuing
Lender, issue a standby Letter of Credit on ______ ___, _____ (the "Date of
Issuance")(3) in the aggregate amount of $________.(4)




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

(1)   Date of Letter of Credit Request.
(2)   Name of Issuing Lender.
(3)   Date of Issuance, which shall be at least five Business Days from the date
      hereof (or such  shorter  period as may be  acceptable  to the  respective
      Issuing Lender).
(4)   Initial  Stated  Amount of Letter of Credit,  which shall not be less than
      $20,000 or such lesser amount as is acceptable to the  respective  Issuing
      Lender.

<PAGE>

            The beneficiary of the requested standby Letter of Credit will be
__________,(5) and such standby Letter of Credit will have a stated termination
date of __________________.(6)

            The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the Date of Issuance:

            (A)   the representations and warranties contained in the Credit
      Agreement and in the other Credit Documents are and will be true and
      correct in all material respects, both before and after giving effect
      to the issuance of the Letter of Credit requested hereby, as though
      made on the Date of Issuance, unless stated to relate to a specific
      earlier date, in which case such representations and warranties shall
      be true and correct in all material respects as of such earlier date;
      and

            (B)   no Default or Event of Default has occurred and is
      continuing, or would result after giving effect to the issuance of the
      standby Letter of Credit requested hereby.



                                    GENERAL MARITIME CORPORATION



                                    By:____________________________
                                       Name:
                                       Title:



------------------
(5)   Insert name and address of beneficiary.

(6)   Insert  last date upon  which  drafts may be  presented,  which may not be
      later than the earlier of (x) twelve months after the Date of Issuance and
      (y) the twentieth Business Day immediately preceding the Maturity Date..



</TEXT>
</DOCUMENT>
