FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EXECUTION COPY

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

          FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ First Amendment ”), dated as of October 27, 2009, by and among GENERAL MARITIME CORPORATION, a Marshall Islands corporation (the “ Parent ”), GENERAL MARITIME SUBSIDIARY CORPORATION, a Marshall Islands corporation (the “ Borrower ”), the Lenders party from time to time to the Credit Agreement referred to below (the “ Lenders ”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “ Administrative Agent ”) and as Collateral 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 Parent, the Borrower, the Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement, dated as of October 20, 2008 (as further amended, modified and/or supplemented to, but not including, the date hereof, the “ Credit Agreement ”); and

          WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to amend certain provisions of the Credit Agreement as herein provided;

          NOW, THEREFORE, it is agreed:

I. Waiver

          Notwithstanding anything to the contrary in the Credit Agreement, the Lenders hereby waive the Event of Default caused by the Borrower’s failure to meet the minimum cash balance requirement set forth in Section 9.07 of the Credit Agreement for the period beginning on September 30, 2009 and ending on October 2, 2009.

     II.  Amendments to Credit Agreement .

     1. Section 11.01 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order:

     “ Additional Mortgaged Vessel ” shall have the meaning specified in Section 13.22.

     “ First Amendment ” shall mean the First Amendment to this Agreement, dated as of October 27, 2009.

     “ First Amendment Effective Date ” shall have the meaning provided in the First Amendment.

     “ Senior Unsecured Note Documents ” shall mean the Senior Unsecured Note Indenture, the Senior Unsecured Notes and the guarantees delivered in connection with the Senior Unsecured Notes, as the same may be amended, restated, supplemented,

waived and/or otherwise modified from time to time in accordance with the terms thereof and of this Agreement.

     “ Senior Unsecured Note Indenture ” shall mean the indenture entered into by the Parent and certain of its Subsidiaries in connection with the issuance of the Senior Unsecured Notes, as the same may be amended, restated, supplemented, waived and/or otherwise modified from time to time in accordance the terms thereof and of this Agreement.

     “ Senior Unsecured Notes ” shall mean the senior notes of the Parent issued and sold pursuant to the Senior Unsecured Note Indenture.

     2. The definition of “ Applicable Margin ” appearing in Section 11.01 of the Credit Agreement is hereby restated in its entirety as follows:

     “ Applicable Margin ” shall mean a percentage per annum equal to (x) prior to the First Amendment Effective Date, 1.00% and (y) from and after the First Amendment Effective Date, 2.50%.

     3. The definition of “ Credit Event ” appearing in Section 11.01 of the Credit Agreement is hereby restated in its entirety as follows:

     “ Credit Event ” shall mean the making of any Loan or the issuance of any Letter of Credit.

     4. The definition of “ Eurodollar Rate ” appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting the text “Telerate page 3750 (British Bankers’ Association Interest Settlement Rates) (or such other page as may replace such page 3750 on such system or on any other system of the information vendor for the time being designated by the British Bankers’ Association to calculate the BBA Interest Settlement Rate (as defined in the British Bankers’ Association’s Recommended Terms and Conditions dated August 1985))” appearing in such Section and inserting the text “Reuters LIBOR 01 Page (or any successor or substitute page of such service, or any successor or substitute for such service, as determined by the Administrative Agent from time to time for purposes of providing quotation of interest rates applicable to Dollar deposits in the London inter-bank market)” in lieu thereof.

     5. Section 4.02(b) of the Credit Agreement is hereby amended by deleting the table appearing in such Section in its entirety and inserting the following new table in lieu thereof:

     6. Section 8.01(c) of the Credit Agreement is hereby restated in its entirety as follows:

     “(c) Appraisal Reports . Together with delivery of the financial statements described in (x) Section 8.01(a) for the second fiscal quarter of each fiscal year and (y) Section 8.01(b) for each fiscal year, and at any other time within 33 days of the written request of the Administrative Agent, appraisal reports dated within 30 days of the delivery date in form and substance and from independent appraisers reasonably satisfactory to the Administrative Agent, stating the then current fair market value of each of the Mortgaged Vessels on an individual charter-free basis. All such appraisals shall be conducted by, and made at the expense of, the Borrower (it being understood that the Administrative Agent may and, at the request of the Required Lenders, shall, upon notice to the Borrower, obtain such appraisals and that the cost of all such appraisals will be for the account of the Borrower); provided that, unless an Event of Default shall then be continuing, in no event shall the Borrower be required to pay for more than three appraisal reports obtained pursuant to this Section 8.01(c) in any single fiscal year of the Borrower, with the cost of any such reports in excess thereof to be paid by the Lenders on a pro rata basis.”

     7. Section 8 of the Credit Agreement is hereby further amended by inserting the following new Section 8.15 in the appropriate order:

     “8.15 Guarantees . The Parent will cause each of its Subsidiaries that guarantees the Senior Unsecured Notes to guarantee the Obligations.”

     8. Section 9.01 of the Credit Agreement is hereby amended by inserting the following new paragraph at the end of such Section:

“Notwithstanding the foregoing, the Parent will not and will not permit its Subsidiaries to suffer to exist any Lien (other than Permitted Liens and Liens existing on the First Amendment Effective Date which are discharged no later than the seventh Business Day after the First Amendment Effective Date) on the Additional Mortgaged Vessels until any non-compliance with Section 9.09 which may exist on the First Amendment Effective Date is cured.”

     9. Section 9.03 of the Credit Agreement is hereby amended by (x) inserting the word “and” immediately after the semicolon appearing at the end of clause (ii) of such Section, (y) deleting the text “$0.50” and “; and” appearing in clause (iii)(D) of such Section and inserting the text “$0.125” and “.”, respectively, in lieu thereof, and (z) deleting clause (iv) of such Section in its entirety.

     10. Section 9.04(b) of the Credit Agreement is hereby amended by (x) deleting the text “and” appearing at the end of clause (i) of said Section and inserting a comma in lieu thereof, (y) deleting the period (“.”) appearing at the end of clause (ii) of said Section and inserting the word “and” in lieu thereof and (z) inserting the following new clause (iii) immediately following clause (ii) of said Section:

     “(iii) Indebtedness consisting of guarantees of the Subsidiary Guarantors (and any additional Subsidiary that becomes a Subsidiary Guarantor after the First Amendment Effective Date) of the Senior Unsecured Notes in an aggregate principal amount not to exceed at any one time outstanding the aggregate principal amount thereof on the First Amendment Effective Date.”

     11. Section 9.08 of the Credit Agreement is hereby restated in its entirety as follows:

     “9.08 Net Debt to EBITDA Ratio . The Parent will not permit the Net Debt to EBITDA Ratio on the last day of each fiscal quarter to be greater than the ratio set forth opposite such fiscal quarter:

     12. Section 9 of the Credit Agreement is hereby further amended by inserting the following new Section 9.14 in the appropriate order:

     “9.14 Voluntary Prepayments, Etc. of Senior Unsecured Notes . (a) The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner the Senior Unsecured Notes.

     (b) The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, amend, modify or change any term or condition of the Senior Unsecured Notes, including, but not limited to the Senior Unsecured Note Documents (other than any such amendment, modification, waiver or other change to any of the terms of the Senior Unsecured Note Documents that does not require the consent of the noteholders and is not adverse to the interests of the Lenders).”

     13. Section 13 of the Credit Agreement is hereby amended by inserting the following new Section 13.22 in the appropriate order:

     “13.22 Additional Mortgaged Vessels . On or after the First Amendment Effective Date the Borrower shall have the right to cause one or more of the Vessels listed on Schedule XIII (each Vessel listed on Schedule XIII, an “ Additional Mortgaged Vessel ”) to constitute a “Mortgaged Vessel” provided that each of the following with respect to such Additional Mortgaged Vessel is satisfied to the reasonable satisfaction of the Collateral Agent:

     (i) the Subsidiary of the Borrower that owns such Additional Mortgaged Vessel shall have (w) duly authorized, executed and delivered, and caused to be recorded in the appropriate vessel registry a Vessel Mortgage with respect to such Additional Mortgaged Vessel substantially in the form of Exhibit I-1 or I-2 or such other form mutually acceptable to the Borrower and the Administrative Agent, as applicable, and such Vessel Mortgage shall be effective to create in favor of the Collateral Agent a legal, valid and enforceable first priority security interest in, and lien upon, such Additional Mortgaged Vessel, subject only to Permitted Liens, (x) duly authorized, executed and delivered an Assignment of Earnings and an Assignment of Insurances, together covering all of such Subsidiary’s present and future Earnings and Insurance Collateral, in each case together with proper Financing Statements (Form UCC-1) and certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, as required by the Credit Agreement, (y) executed and delivered to the Administrative Agent, and, if applicable, caused the Subsidiary which directly owns the stock of it to the extent not a Credit Party to execute and deliver, a counterpart of the Pledge Agreement (including any supplemental agreement required to give effect to such security interests purported to be created by the Pledge Agreement under applicable local law) and the Subsidiaries Guaranty to the extent that it is not a Credit Party (and has not otherwise executed and delivered the documents described below in clause (ii)) and (z) delivered all documentation (including, without limitation, opinions of counsel, corporate documents and proceedings and officer’s certificates) as such Subsidiary would have been required to deliver pursuant to Section 5 had such Additional Mortgaged Vessel been a Mortgaged Vessel on the Initial Borrowing Date.

     (ii) each Subsidiary of the Borrower which owns any direct or indirect interest in the Subsidiary that owns such Additional Mortgaged Vessel shall have executed and delivered a counterpart to the Subsidiaries Guaranty and the Pledge Agreement (or, if requested by the Administrative Agent, a joinder agreement in respect of the Subsidiaries Guaranty and the Pledge Agreement) and, in connection therewith, shall promptly execute and deliver all further instruments, and take all further action, that the Administrative Agent may reasonably require (including, without limitation, corporate documents and proceedings, officers’ certificates, resolutions, good standing certificates and opinions of counsel, in each case to the reasonable satisfaction of the Administrative Agent, as well as appraisals and all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the granting of Liens under the Credit Documents);

     (iii) the Administrative Agent shall have received opinions from counsel satisfactory to the Administrative Agent, which shall (x) be addressed to the Administrative Agent and each of the Lenders, (y) be in form and substance reasonably

acceptable to the Administrative Agent and (z) cover the perfection of the security interests granted in the such Additional Mortgaged Vessel pursuant to the Vessel Mortgage and such other matters incidental thereto as the Administrative Agent may reasonably request; and

     (iv) with respect to each Additional Mortgaged Vessel, the Administrative Agent shall have received (w) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of such Additional Mortgaged Vessel by the relevant Subsidiary Guarantor, (x) the results of maritime registry searches with respect to such Additional Mortgaged Vessel, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted Liens, (y) class certificates from a classification society list