Common use of SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK Clause in Contracts

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On December 2, 2005, the Board of Directors of General Maritime Corporation (the “Company”) authorized the issuance of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $.01 per share (the “Common Stock”), of the Company. The distribution is payable to the shareholders of record at the close of business on December 7, 2005 (the “Record Date”), which is also the payment date, and with respect to all shares of Common Stock that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, or the expiration of the Rights (and, in certain cases, following the Distribution Date). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of a Junior Participating Preferred Stock, par value $.01 per share, of the Company (the “Preferred Stock”) at an exercise price of $175.00 per one one-hundredth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The description and terms of the Rights, and certain defined terms used herein, are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and Mellon Investor Services LLC as Rights Agent (the “Rights Agent”), dated as of August 31, 2006, as may be amended from time to time. Until the earlier to occur of (i) the expiration of the Company’s redemption rights on the tenth business day after the date of public disclosure that a person or group other than certain Exempt Persons (an “Acquiring Person”), together with persons affiliated or associated with such Acquiring Person (other than those that are Exempt Persons), has acquired, or obtained the right to acquire, beneficial ownership of 15% or more (20% or more in the case of certain acquisitions by institutional investors) of the outstanding Common Stock (the “Stock Acquisition Date”), (ii) the tenth business day after the date (the “Tender Offer Date”) of commencement or public disclosure of an intention to commence a tender offer by a person other than an Exempt Person if, upon consummation of the offer, such person could acquire beneficial ownership of 15% or more of the outstanding Common Stock (the earlier of such dates being called the “Distribution Date”) and (iii) the first date on which a Business Combination (as defined below) is deemed to occur, the Rights will be evidenced by Common Stock certificates and not by separate certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), new Common Stock certificates issued after December 7, 2005, upon transfer or new issuance of shares of Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights) the surrender for transfer of any certificate for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Rights Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date, and such separate Rights Certificates alone will evidence the Rights. The Rights will first become exercisable on the later to occur of the Stock Acquisition Date and the Distribution Date (unless sooner redeemed or exchanged). The Rights will expire at the close of business on December 5, 2010 (the “Expiration Date”), unless earlier redeemed or exchanged by the Company as described below. The Purchase Price payable, and the number of shares of Preferred Stock or other securities, cash or other property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend or distribution on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock or securities convertible into or exchangeable for Preferred Stock at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends, subject to certain limitations set forth in the Rights Agreement) or of subscription rights or warrants (other than those referred to above). In addition, the Purchase Price payable, and the number of shares of Preferred Stock purchasable, on exercise of a Right is subject to adjustment in the event that the Company should (i) declare or pay any dividend on the Common Stock payable in Common Stock or (ii) effect a subdivision or combination of the Common Stock into a different number of shares of Common Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. In the event that there is public disclosure that an Acquiring Person has become such, proper provision would be made so that each holder of a Right, other than Rights that are or were beneficially owned by the Acquiring Person and certain related persons and transferees (which will thereafter be void), will after the later to occur of the Stock Acquisition Date and the Distribution Date have the right to receive upon exercise that number of shares of Common Stock (or other securities) having at the time of such transaction a market value of two times the Purchase Price of the Right. In addition, the Company’s Board of Directors has the option of exchanging all or part of the Rights (excluding void Rights) for an equal number of shares of Common Stock in the manner described in the Rights Agreement. In the event that, at any time following public disclosure that an Acquiring Person has become such, the Company is involved in a merger or other business combination transaction where the Company is not the surviving corporation or where the Common Stock is changed or exchanged or in a transaction or transactions as a result of which 50% or more of its consolidated assets or earning power are sold, proper provision would be made so that each holder of a Right (other than such Acquiring Person and certain related persons or transferees) (a “Business Combination”) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company or the Company, as the case may be, which at the time of such transaction would have a market value of two times the Purchase Price of the Right.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On December 2August 15, 20051995, the Board of Directors of General Maritime Corporation Investors Financial Services Corp. (the “"Company”") authorized the issuance declared a dividend of one preferred share stock purchase right (a “"Right”") for each outstanding share of common stock, par value $.01 per share the Company's Common Stock and Class A Stock (collectively referred to as the “"Common Stock”), of the Company. The distribution is payable ") to the shareholders stockholders of record at the close of business on December 7the day preceding the date on which the Company acquires all the issued and outstanding capital stock of Investors Bank & Trust Company in exchange for Common Stock, 2005 (the “"Record Date”), which is also the payment date, and with respect to all shares of Common Stock that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, or the expiration of the Rights (and, in certain cases, following the Distribution Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a "Unit") of a Series A Junior Participating Preferred Stock, $.01 par value $.01 per share, of the Company share (the “"Preferred Stock”) "), at an exercise a purchase price of $175.00 75 per one one-hundredth of a share of Preferred Stock Unit (the “"Purchase Price”"), subject to adjustment. The description and terms of the Rights, and certain defined terms used herein, Rights are set forth in a Rights Agreement (Agreement, dated September 25, 1995 ( the “"Rights Agreement”") between the Company and Mellon Investor Services LLC First Chicago Trust Company of New York, as Rights Agent (Agent. Initially, the “Rights Agent”)will be attached to all Common Stock certificates representing shares then outstanding, dated as of August 31, 2006, as may and no separate Rights Certificates will be amended distributed. The Rights will separate from time to time. Until the Common Stock and a Distribution Date will occur upon the earlier to occur of (i) 10 days following a public announcement by the expiration Company or any Person that such Person or group of affiliated or associated Persons, other than the Company, any Subsidiary of the Company’s redemption rights on , or any Person or entity organized, appointed or established by the tenth business day after Company for or pursuant to the date terms of public disclosure that a person or group other than certain Exempt Persons the Company's benefit plan (an “"Acquiring Person”), together with persons affiliated or associated with such Acquiring Person (other than those that are Exempt Persons), ") has acquired, or obtained the right to acquire, beneficial ownership of more than 15% or more (20% or more in the case of certain acquisitions by institutional investors) of the outstanding shares of Common Stock (the “"Stock Acquisition Date”"), (ii) 10 business days following the tenth business day after the date (the “Tender Offer Date”) commencement of commencement or public disclosure of an intention to commence a tender offer by or exchange offer that may result in a person or group, other than an Exempt Person ifthe Company, upon consummation any Subsidiary of the offerCompany, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of such person could acquire beneficial ownership of plan, beneficially owning 15% or more of the such outstanding shares of Common Stock (the earlier of such dates being called the “Distribution Date”) and Stock, or (iii) the first date on which a Business Combination 10 business days following an Adverse Person Event (as defined below) is deemed to occur, the Rights will be evidenced by Common Stock certificates and not by separate certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption, exchange redemption or expiration of the Rights), (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after December 7, 2005, upon transfer or new issuance of shares of Common Stock, the Record Date will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date reference and (or earlier redemption, exchange or expiration of the Rightsiii) the surrender for transfer of any certificate certificates for Common Stock outstanding, even without such notation, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights may be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at the Close of Business on August 15, 2005, unless earlier redeemed by the Company as described below. As soon as practicable following after the Distribution Date, separate certificates evidencing the Rights (“"Rights Certificates”") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution DateDate and, and thereafter, such separate Rights Certificates alone will evidence represent the Rights. The Rights will first become exercisable on Except as otherwise determined by the later Board of Directors and except in connection with shares of Common Stock issued upon the exercise of employee stock options, issuances under other employee stock benefit plans or upon the conversion of convertible securities issued hereafter, only shares of Common Stock issued prior to occur of the Stock Acquisition Date and the Distribution Date will be issued with Rights. If at any time following the Distribution Date, (unless sooner redeemed i) the Company is the surviving corporation in a merger with an Acquiring Person and its Common Stock is not changed or exchanged, (ii) 10 business days after a Person or group of affiliated or associated Persons other than the Company or its affiliates and associates acquires beneficial ownership of 20% of the outstanding Common Stock of the Company (except pursuant to an offer for all outstanding shares of Common Stock which the Independent Directors determine to be fair to, and otherwise in the best interests of, the Company and its stockholders). The , (iii) an Acquiring Person engages in one or more "self-dealing" transactions as set forth in the Rights Agreement, (iv) during such time as there is an Acquiring Person, an event occurs which results in such Acquiring Person's ownership interest being increased by more than 1% (E.G., a reverse stock split), or (v) 10 business days after the Continuing Directors (as defined below) of the Company shall declare any Person to be an Adverse Person, upon a determination that such Person, alone or together with its affiliates and associates, has become the Beneficial Owner of an amount of Common Stock which the Continuing Directors determine to be substantial (which amount shall in no event be less than 10% of the shares of Common Stock then outstanding) and a majority of the Continuing Directors (with the concurrence of a majority of the Independent Directors (as defined below)) determines, after reasonable inquiry and investigation, including consultation with such persons as such directors shall deem appropriate, that (a) such beneficial ownership by such person is intended to cause the Company to repurchase the Common Stock beneficially owned by such person or to cause pressure on the Company to take action or enter into a transaction or series of transactions intended to provide such person with short-term financial gain under circumstances where such directors determine that the best long-term interests of the Company and its stockholders would not be served by taking such action or entering into such transaction or series of transactions at that time or (b) such beneficial ownership is causing or is reasonably likely to cause a material adverse impact on the business or prospect of the Company (including, but not limited to, impairment of relationships with customers, impairment of the Company's ability to maintain its competitive position or impairment of the Company's business reputation or ability to deal with government agencies or meet regulatory requirements an "Adverse Person Event") Then, each holder of a Right will expire thereafter have the right to receive, upon exercise, that number of shares of Common Stock (referring here to Common Stock alone not Common and Class A Stock) (or, in certain circumstances, cash, property or other securities of the Company) which equals the exercise price of the Right divided by 50% of the current market price (as defined in the Rights Agreement) of the Common Stock at the close date of business on December 5the occurrence of the event. However, 2010 (Rights are not exercisable following the “Expiration Date”), unless earlier redeemed or exchanged occurrence of any of the events set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in the above paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by an Acquiring Person or an Adverse Person will be null and void. The events set forth in the above paragraph are referred to as "Section 11(a)(ii) Events." For example, at an exercise price of $75.00 per Right, each Right not owned by an Acquiring Person or an Adverse Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $150.00 worth of Common Stock (or other consideration, as noted above) for $75.00. Assuming that the Common Stock has a per share value of $30 at such time, the holder of each valid Right would be entitled to purchase 5 shares of Common Stock for $75.00. In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than a merger which follows an offer determined by the Board of Directors to be fair as described belowin clause (ii) of the second preceding paragraph), or (ii) more than 50% of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, that number of shares of common stock of the acquiring company which equals the exercise price of the Right divided by one-half of the current market price (as defined in the Rights Agreement) of such common stock at the date of the occurrence of the event. The events set forth in this paragraph and in the third preceding paragraph are referred to as the "Triggering Events." At any time after the occurrence of a Section 11(a)(ii) Event, a majority of the Continuing Directors may exchange the Rights (other than Rights owned by an Acquiring Person or Adverse Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one Common Stock Equivalent (as defined in the Rights Agreement), per Right (subject to adjustment). The Purchase Price payable, and the number of shares Units of Preferred Stock or other securities, cash securities or other property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend or distribution on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to if holders of the Preferred Stock of are granted certain rights, options rights or warrants to subscribe for Preferred Stock or convertible securities convertible into or exchangeable for Preferred Stock at less than the current market price of the Preferred Stock Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends, subject to certain limitations set forth in the Rights Agreement) or of subscription rights or warrants (other than those referred to above). In addition, the Purchase Price payable, and the number of shares of Preferred Stock purchasable, on exercise of a Right is subject to adjustment in the event that the Company should (i) declare or pay any dividend on the Common Stock payable in Common Stock or (ii) effect a subdivision or combination of the Common Stock into a different number of shares of Common Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of amount to at least 1% in such of the Purchase Price. No fractional shares of Preferred Stock Units will be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockand, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. In general, the event that there is public disclosure that Company may redeem the Rights in whole, but not in part, at any time until ten days following the Stock Acquisition Date, at a price of $.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. The Company may not redeem the Rights if the Continuing Directors have previously declared a person to be an Adverse Person. After the redemption period has expired, the Company's right of redemption may be reinstated if either (i) an Acquiring Person has become such, proper provision would be made so that each holder of a Right, other reduces its beneficial ownership to less than Rights that are or were beneficially owned by the Acquiring Person and certain related persons and transferees (which will thereafter be void), will after the later to occur 15% of the Stock Acquisition Date and the Distribution Date have the right to receive upon exercise that number of shares of Common Stock (or other securities) having at the time of such transaction a market value of two times the Purchase Price of the Right. In addition, the Company’s Board of Directors has the option of exchanging all or part of the Rights (excluding void Rights) for an equal number of outstanding shares of Common Stock in the manner described in the Rights Agreement. In the event that, at any time following public disclosure that an Acquiring Person has become such, the Company is involved in a merger or other business combination transaction where the Company is not the surviving corporation or where the Common Stock is changed or exchanged or in a transaction or a series of transactions as a result of which 50% or more of its consolidated assets or earning power are sold, proper provision would be made so that each holder of a Right (other than such Acquiring Person and certain related persons or transferees) (a “Business Combination”) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company or not involving the Company, as or (ii) the case may be, which at Board of Directors approves the time of such transaction would have a market value of two times the Purchase Price merger of the RightCompany with, or acquisition of the Company by, a Person unrelated to the Acquiring Person. Immediately upon the action of the Board of Directors ordering redemption of the Rights, with, where required, the concurrence of the Continuing Directors, the Rights will terminate and the only right of the holders of Rights will be to receive the $.01 per Right redemption price.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On December 2November 10, 20051994, the Board of Directors of General Maritime Corporation Mueller Industries, Inc. (the “"Company”") authorized the issuance declared a dividend disxxxxxxxon of one preferred share purchase right (a “Right”) Right for each outstanding share of the Company's common stock, $.01 par value $.01 per share (the “"Common Stock”"), of the Company. The distribution is payable to the shareholders of record at the close of business on December 7November 21, 2005 (the “Record Date”), which is also the payment date, and with respect to all shares of Common Stock that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, or the expiration of the Rights (and, in certain cases, following the Distribution Date)1994. Each Right entitles the registered holder to purchase from the Company a unit consisting initially of one one-hundredth thousandth of a share (a "Unit") of a Series A Junior Participating Preferred Stock, par value $.01 1.00 per share, of the Company share (the “"Preferred Stock”) "), at an exercise price a Purchase Price of $175.00 160 per one one-hundredth of a share of Preferred Stock (the “Purchase Price”)Unit, subject to adjustment. The description and terms of the Rights, and certain defined terms used herein, Rights are set forth in a Rights Agreement (the “"Rights Agreement”") between the Company and Mellon Investor Services LLC Continental Stock Transfer & Trust Company, as Rights Agent (Agent. Initially, the “Rights Agent”)will be attached to all Common Stock certificates representing shares then outstanding, dated as of August 31, 2006, as may and no separate Rights Certificates will be amended distributed. The Rights will separate from time to time. Until the Common Stock and a Distribution Date will occur upon the earlier to occur of (i) ten (10) days (or such later date as the expiration of the Company’s redemption rights on the tenth business day after the date of Board shall determine) following a public disclosure announcement that a person or group other than certain Exempt Persons (an “Acquiring Person”), together with persons of affiliated or associated with such persons (an "Acquiring Person (other than those that are Exempt Persons), Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more (20% or more in the case of certain acquisitions by institutional investors) of the outstanding Common Stock (the “Stock Acquisition Date”), (ii) the tenth business day after the date (the “Tender Offer Date”) of commencement or public disclosure of an intention to commence a tender offer by a person other than an Exempt Person if, upon consummation of the offer, such person could acquire acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (the earlier "Stock Acquisition Date"), or (ii) ten (10) business days (or such later date as the Board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of such dates being called outstanding shares of Common Stock. Until the “Distribution Date”, (i) and (iii) the first date on which a Business Combination (as defined below) is deemed to occur, the Rights will be evidenced by the Common Stock certificates and not by separate certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the Rights will be transferred with and only with the such Common Stock. Until the Distribution Date Stock certificates, (or earlier redemption, exchange or expiration of the Rights), ii) new Common Stock certificates issued after December 7November 21, 2005, upon transfer or new issuance of shares of Common Stock, 1994 will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date , and (or earlier redemption, exchange or expiration of the Rightsiii) the surrender for transfer of any certificate certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at the close of business on November 10, 2004, unless earlier redeemed by the Company as described below. As soon as practicable following after the Distribution Date, separate certificates evidencing the Rights (“Rights Certificates”) Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution DateDate and, and such thereafter, the separate Rights Certificates alone will evidence represent the Rights. The Rights will first become exercisable on the later to occur of the Stock Acquisition Date and the Distribution Date (unless sooner redeemed or exchanged). The Rights will expire at the close of business on December 5, 2010 (the “Expiration Date”), unless earlier redeemed or exchanged Except as otherwise determined by the Company as described below. The Purchase Price payableBoard of Directors, and the number of shares of Preferred Stock or other securities, cash or other property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend or distribution on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock or securities convertible into or exchangeable for Preferred Stock at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends, subject to certain limitations set forth in the Rights Agreement) or of subscription rights or warrants (other than those referred to above). In addition, the Purchase Price payable, and the number of shares of Preferred Stock purchasable, on exercise of a Right is subject to adjustment in the event that the Company should (i) declare or pay any dividend on the Common Stock payable in Common Stock or (ii) effect a subdivision or combination of the Common Stock into a different number of shares of Common Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. In the event that there is public disclosure that an Acquiring Person has become such, proper provision would be made so that each holder of a Right, other than Rights that are or were beneficially owned by the Acquiring Person and certain related persons and transferees (which will thereafter be void), will after the later to occur of the Stock Acquisition Date and the Distribution Date have the right to receive upon exercise that number of only shares of Common Stock (or other securities) having at issued prior to the time of such transaction a market value of two times the Purchase Price of the Right. In addition, the Company’s Board of Directors has the option of exchanging all or part of the Rights (excluding void Distribution Date will be issued with Rights) for an equal number of shares of Common Stock in the manner described in the Rights Agreement. In the event that, at any time following public disclosure that an Acquiring Person has become suchthe Distribution Date, the Company is involved in a merger or other business combination transaction where the Company is not the surviving corporation or where the Common Stock is changed or exchanged or in a transaction or transactions as a result of which 50% or more of its consolidated assets or earning power are sold, proper provision would be made so that each holder of a Right person (other than such Acquiring Person and certain related persons or transfereesan "Exempted Person" (as defined below)) (a “Business Combination”) shall thereafter have becomes the right to receive, upon the exercise thereof at beneficial owner of more than 15% of the then current Purchase Price of the Right, that number of outstanding shares of common stock of the acquiring company or the Company, as the case may be, which at the time of such transaction would have a market value of two times the Purchase Price of the Right.Common Stock (except pursuant

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On December 2July 5, 2005, the Board of Directors (the “Board”) of General Maritime Corporation Capstone Turbine Corporation, (the “Company”) authorized the issuance a dividend distribution of one preferred share purchase right (a “Right”) Right for each authorized and outstanding share of common stock, par value $.01 0.001 per share (the “Common Stock”), of the Company. The distribution is payable Company to the shareholders stockholders of record at the close of business on December 7July 18, 2005 (the “Record Date”), which is also the payment date, and with respect to all shares of Common Stock that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, or the expiration of the Rights (and, in certain cases, following the Distribution Date). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a “Unit”) of a Series A Junior Participating Preferred Stock, par value $.01 0.001 per share, of the Company share (the “Series A Preferred Stock”) at an exercise price a Purchase Price of $175.00 10.00 per one one-hundredth of a share of Preferred Stock (the “Purchase Price”)Unit, subject to adjustment. The description and terms of the Rights, and certain defined terms used herein, Rights are set forth in a Rights Agreement Agreement, as amended (the “Rights Agreement”) between the Company and Computershare Inc., successor in interest to Mellon Investor Services LLC LLC, as Rights Agent (Agent. Terms used but not defined in this summary have the “meanings ascribed to them in the Rights Agent”)Agreement. Initially, dated as of August 31the Rights will be attached to all Common Stock certificates representing shares then outstanding, 2006and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, as may be amended the Rights will separate from time to time. Until the Common Stock and a Distribution Date will occur upon the earlier to occur of (i) the expiration of the Company’s redemption rights on the tenth business day after the date of 10 days following a public disclosure announcement that a person or group other than certain Exempt Persons of affiliated or associated persons (an “Acquiring Person”), together with persons affiliated or associated with such Acquiring Person (other than those that are Exempt Persons), ) has subject to certain exceptions acquired, or obtained the right to acquire, beneficial ownership of 15% or more (20% or more in the case of certain acquisitions by institutional investors) of the outstanding shares of Common Stock (the “Stock Acquisition Date”), other than as a result of repurchases of stock by the Company or certain inadvertent actions by institutional or certain other stockholders, or (ii) 10 days (or such later date as the tenth business day after Board shall determine) following the date (the “Tender Offer Date”) commencement of commencement or public disclosure of an intention to commence a tender offer by or exchange offer that would result in a person other than an Exempt Person if, upon consummation of the offer, such person could acquire beneficial ownership of 15or group beneficially owning 20% or more of the outstanding shares of Common Stock (Stock. Until the earlier of such dates being called the “Distribution Date”, (i) and (iii) the first date on which a Business Combination (as defined below) is deemed to occur, the Rights will be evidenced represented by Common Stock certificates and not by separate certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the Rights will be transferred with and only with the such Common Stock. Until the Distribution Date Stock certificates, (or earlier redemption, exchange or expiration of the Rights), ii) new Common Stock certificates issued after December 7, 2005, upon transfer or new issuance of shares of Common Stock, the Record Date will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date reference and (or earlier redemption, exchange or expiration of the Rightsiii) the surrender for transfer of any certificate certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire on the close of business on the 30th day after the Company’s 2017 annual meeting of stockholders unless the Rights are earlier redeemed or exchanged by the Company as described below (including by virtue of the “sunset provision”). As soon as practicable following after the Distribution Date, separate certificates evidencing the Rights (“Rights Certificates”) Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution DateDate and, and such thereafter, the separate Rights Certificates alone will evidence represent the Rights. The Rights will first become exercisable on Except as otherwise determined by the later Board, only shares of Common Stock issued prior to occur of the Stock Acquisition Date and the Distribution Date (unless sooner redeemed or exchanged). The Rights will expire at the close of business on December 5, 2010 (the “Expiration Date”), unless earlier redeemed or exchanged by the Company as described below. The Purchase Price payable, and the number of shares of Preferred Stock or other securities, cash or other property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend or distribution on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock or securities convertible into or exchangeable for Preferred Stock at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends, subject to certain limitations set forth in the Rights Agreement) or of subscription rights or warrants (other than those referred to above). In addition, the Purchase Price payable, and the number of shares of Preferred Stock purchasable, on exercise of a Right is subject to adjustment in the event that the Company should (i) declare or pay any dividend on the Common Stock payable in Common Stock or (ii) effect a subdivision or combination of the Common Stock into a different number of shares of Common Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercisewith Rights. In the event that there is public disclosure that a Person becomes an Acquiring Person has become suchPerson, proper provision would be made so that each holder of a Right, other than Rights that are or were beneficially owned by the Acquiring Person and certain related persons and transferees (which Right will thereafter be void), will after the later to occur of the Stock Acquisition Date and the Distribution Date have the right to receive receive, upon exercise exercise, in lieu of the fractional shares of Series A Preferred Stock, that number of shares of Common Stock (or, in certain circumstances, cash, property or other securitiessecurities of the Company) having at the time of such transaction a market value of equal to two times the Purchase Price exercise price of the Right. In additionNotwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $10.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $20.00 worth of Common Stock (or other consideration, as noted above) for $10.00. Assuming that the Common Stock had a per share value of $1.00 at such time, the Company’s Board holder of Directors has the option of exchanging all or part of the Rights (excluding void Rights) for an equal number of each valid Right would be entitled to purchase twenty shares of Common Stock in the manner described in the Rights Agreementfor $10.00. In the event that, at any time following public disclosure that an Acquiring Person has become suchthe Stock Acquisition Date, (i) the Company is involved engages in a merger or other business combination transaction where in which the Company is not the surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation or where and the Common Stock of the Company is changed or exchanged exchanged, or in a transaction or transactions as a result of which (iii) 50% or more of its consolidated assets the Company’s assets, cash flow or earning power are soldis sold or transferred, proper provision would be made so that each holder of a Right (other than such Acquiring Person and certain related persons or transferees) (a “Business Combination”except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Rightexercise, that number of shares of common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the “Triggering Events.” At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-hundredth of a share of Series A Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.0001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board). Immediately upon the action of the Board authorizing redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.0001 redemption price. The Rights Agreement further provides that in the event the Company receives a Qualifying Offer (that has not been terminated prior thereto and which continues to be a Qualifying Offer), stockholders representing at least 10% of the shares of Common Stock then outstanding may request that the Board call a special meeting of stockholders to vote to exempt the Qualifying Offer from the operation of the Rights Agreement not earlier than 90, nor later than 120, business days following the commencement of such offer. The Board must then call and hold such a meeting to vote on exempting such offer from the terms of the Rights Agreement within the 90th business day following receipt of the stockholder demand for the meeting; provided that such period may be extended if, prior to the vote, the Company enters into an agreement (that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock) with respect to a merger, recapitalization, share exchange, or a similar transaction involving the Company or the direct or indirect acquisition of more than 50% of the Company’s consolidated total assets (a “Definitive Acquisition Agreement”), as the case may be, which at until the time of such transaction would have the meeting at which the stockholders will be asked to vote on the Definitive Acquisition Agreement. If no Acquiring Person has emerged, the offer continues to be a market value of two times the Purchase Price Qualifying Offer and stockholders representing at least a majority of the Rightshares of Common Stock represented at the meeting at which a quorum is present vote in favor of redeeming the rights, then such Qualifying Offer shall be deemed exempt from the Rights Agreement on the date that the vote results are certified. If no Acquiring Person has emerged and no special meeting is held by the date required, the Rights will be redeemed at the close of business on the tenth business day following that date.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On December 2, 2005, the The Board of Directors of General Maritime Penn Virginia Corporation (the “"Company”") authorized the issuance has declared a dividend distribution of one preferred share stock purchase right (a “Right”the "Rights") for each outstanding share of common stockCommon Stock, par value $.01 6.25 per share (the “"Common Stock”"), of the Company. The distribution is payable Company to the shareholders of record at the close of business on December 7February 21, 2005 (the “Record Date”), which is also the payment date, and with respect to all shares of Common Stock that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, or the expiration of the Rights (and, in certain cases, following the Distribution Date)1998. Each Right entitles the registered holder to purchase from the Company one one-hundredth thousandth of a share of a Series A Junior Participating Preferred Stock, par value $.01 100 per shareshare (the "Preferred Stock") (or in certain circumstances, cash, property, or other securities of the Company (the “Preferred Stock”) Company), at an exercise price a Purchase Price of $175.00 per one one-hundredth of a share of Preferred Stock (the “Purchase Price”)100, subject to adjustmentadjustment (the "Purchase Price"). The description and terms of the Rights, and certain defined terms used herein, Rights are set forth in a Rights Agreement (the “"Rights Agreement”) "), dated as of February 11, 1998, between the Company and Mellon Investor Services LLC American Stock Transfer & Company, as Rights Agent (the “"Rights Agent”"). Capitalized terms used but not otherwise defined herein will have meanings given such terms in the Rights Agreement. Initially, dated as the Rights will be evidenced by the certificates representing shares of August 31Common Stock then outstanding, 2006, as may and no separate Right Certificates will be amended distributed. The Rights will separate from time to time. Until the Common Stock and become exercisable upon the earlier to occur of (i) the expiration of the Company’s redemption rights on the tenth business day after the date of ten calendar days following a public disclosure announcement that a person or group other than certain Exempt Persons (an “Acquiring Person”), together with persons of affiliated or associated with such persons (an "Acquiring Person (other than those that are Exempt Persons), Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more (20% or more in the case of certain acquisitions by institutional investors) of the outstanding Common Stock (the “Stock Acquisition Date”), (ii) the tenth business day after the date (the “Tender Offer Date”) of commencement or public disclosure of an intention to commence a tender offer by a person other than an Exempt Person if, upon consummation of the offer, such person could acquire acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) ten business days (or a later date as is determined by the Board of Directors, or if there has been an Adverse change of Control, by a majority of the Continuing Directors (as such terms are herein defined)) (provided that there are at least two Continuing Directors in office) after the commencement of, or first public announcement of an intention to commerce, a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of such outstanding shares of Common Stock (the earlier of such dates being called the “"Distribution Date”"). Until the Distribution Date, (i) and (iii) the first date on which a Business Combination (as defined below) is deemed to occur, the Rights will be evidenced by the Common Stock certificates and not by separate certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the Rights will be transferred with and only with the such Common Stock. Until the Distribution Date Stock certificates, (or earlier redemption, exchange or expiration of the Rights), ii) new Common Stock certificates issued after December 7, 2005, upon transfer or new issuance of shares of Common Stock, the Record Date will contain in accordance with the Rights Agreement a notation incorporating the Rights Agreement by reference. Until the Distribution Date reference and (or earlier redemption, exchange or expiration of the Rightsiii) the surrender for transfer of any certificate certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. The Rights are not exercisable until the Distribution Date and will expire at the close of business on February 11, 2008, unless earlier redeemed or exchanged by the Company as described below. As soon as practicable following after the Distribution Date, separate certificates evidencing the Rights (“Rights Certificates”) Right Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date, and such thereafter, the separate Rights Right Certificates alone will evidence represent the Rights. The Except as otherwise provided by the Rights Agreement or determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will first become exercisable on be issued with Rights. In the later event that a person becomes an Acquiring Person, each holder of a Right will thereafter have the right to occur receive, upon exercise, shares of Common Stock (or in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price of the Right. Notwithstanding the foregoing, following the occurrence of such an event or any other Triggering Event (as defined below), all rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. After the Stock Acquisition Date Date, in the event that (i) the Company consolidates or merges with any other person, and the Distribution Date Company is not the surviving corporation, (unless sooner redeemed ii) any person engages in a share exchange, consolidation or exchanged)merger with the Company where the outstanding shares of Common Stock of the Company are exchanged for securities, cash or property of the other person and the Company is the surviving corporation or (iii) 50% or more of the Company's assets or earning power is sold or transferred, proper provision will be made so that each holder of a Right shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the Purchase Price of the Right. The Rights will expire at events set forth in this paragraph and the close of business on December 5, 2010 (preceding paragraph are referred to as the “Expiration Date”), unless earlier redeemed or exchanged by the Company as described below"Triggering Events". The Purchase Price payable, and the number of shares of Preferred Common Stock or other securities, cash or other property issuable, upon exercise of the Rights are subject to adjustment customary adjustments from time to time to prevent dilution (i) in the event of a stock dividend or distribution on, or a subdivision, combination or reclassification of, certain changes in the Preferred Stock, (ii) upon the grant to holders shares of the Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock or securities convertible into or exchangeable for Preferred Stock at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends, subject to certain limitations set forth in the Rights Agreement) or of subscription rights or warrants (other than those referred to above). In addition, the Purchase Price payable, and the number of shares of Preferred Stock purchasable, on exercise of a Right is subject to adjustment in the event that the Company should (i) declare or pay any dividend on the Common Stock payable in Common Stock or (ii) effect a subdivision or combination of the Common Stock into a different number of shares of Common StockCompany. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require amount to an adjustment increase or decrease of at least 1% in such the Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred StockIn general, which maythe Company may redeem the Rights in whole, but not in part, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market a price of the Preferred Stock on the last trading date prior to the date of exercise. In the event that there is public disclosure that an Acquiring Person has become such, proper provision would be made so that each holder of a $.001 per Right, other than Rights that are or were beneficially owned by the Acquiring Person and certain related persons and transferees (which will thereafter be voidsubject to adjustment), will after the later to occur of the Stock Acquisition Date and the Distribution Date have the right to receive upon exercise that number of shares of Common Stock (or other securities) having at the time of such transaction a market value of two times the Purchase Price of the Right. In addition, the Company’s Board of Directors has the option of exchanging all or part of the Rights (excluding void Rights) for an equal number of shares of Common Stock in the manner described in the Rights Agreement. In the event that, at any time before the close of business on the tenth calendar day following public disclosure the Stock Acquisition Date; provided, however, that an Acquiring Person has become such, if the authorization to redeem the Rights occurs on or after the date of a change in a majority of the Board of Directors of the Company is involved in a merger or other business combination transaction where the Company is not the surviving corporation or where the Common Stock is changed or exchanged or in a transaction or transactions as a result of which 50% a proxy or more consent solicitation and a person who was a participant in such solicitation has stated that such person (or any of its consolidated assets Affiliates or earning power are sold, proper provision Associates) has taken or intends to take or may consider taking actions that would be made so that each holder result in such person becoming an Acquiring Person or cause the occurrence of a Right Triggering Event (other than such Acquiring Person and certain related persons or transferees) (the existence of these circumstances being an "Adverse Change of Control"), then the redemption of the Rights will require the approval of a “Business Combination”) shall thereafter have majority of the right to receive, Continuing Directors of which there must be at least two then in office. Immediately upon the exercise thereof at the then current Purchase Price action of the Right, that number Board of shares of common stock Directors ordering redemption of the acquiring company or Rights, the Company, as Rights will terminate and the case may be, which at the time of such transaction would have a market value of two times the Purchase Price only right of the Rightholders of Rights will be to receive the $.001 redemption price.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On December 2November 28, 20051995, the Board board of Directors of General Maritime Corporation Becton, Dickinson and Company (the “"Company”") authorized the issuance declared a dividend distxxxxxxxx of one preferred share purchase right (a “Right”) Right for each outstanding share of common stock, par value $.01 per share (the “Common Stock”), of the Company. The distribution is payable Stock to the shareholders stockholders of record at the close of business on December 7, 2005 the expiration date of the prior Rights Agreement (the “"Record Date”), which is also the payment date, and with respect to all shares of Common Stock that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, or the expiration of the Rights (and, in certain cases, following the Distribution Date"). Each Right entitles initially entitled the registered holder to purchase from the Company one onetwo-hundredth hundredths of a share of a Junior Participating Preferred Stock, Series A, par value $.01 1.00 per share, of the Company share (the “"Preferred Stock”") at an exercise price a Purchase Price of $175.00 per 270, subject to adjustment. As a result of two two-for-one onestock splits on July 23, 1996 and August 10, 1998, each Right then represented the right to purchase one eight-hundredth hundredths of a share of Preferred Stock (the “at a Purchase Price”)Price of $67.50 per one eight-hundredths of a share, subject to adjustment. The description and terms of the Rights, and certain defined terms used herein, Rights are set forth in a Rights Agreement (the “"Rights Agreement”") between the Company and Mellon Investor Services LLC First Chicago Trust Company of New York, as Rights Agent (the “Rights Agent”), dated originally entered into on November 28, 1995 and amended and restated as of August 31March 28, 20062000. Initially, as may the Rights will be amended attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from time to time. Until the Common Stock and a Distribution Date will occur upon the earlier to occur of (i) the expiration of the Company’s redemption rights on the tenth business day after the date of 10 days following a public disclosure announcement that a person or group other than certain Exempt Persons of affiliate or associated persons (an “"Acquiring Person”), together with persons affiliated or associated with such Acquiring Person (other than those that are Exempt Persons), ") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more (20% or more in the case of certain acquisitions by institutional investors) of the outstanding shares of Common Stock (the “"Stock Acquisition Date”"), other than as a result of repurchases of stock by the Company, or (ii) 10 business days (or such later date as the tenth business day after Board shall determine) following the date (the “Tender Offer Date”) commencement of commencement or public disclosure of an intention to commence a tender offer by or exchange offer that would result in a person other than an Exempt Person if, upon consummation of the offer, such person could acquire beneficial ownership of or group beneficially owning 15% or more of such outstanding shares of Common Stock. Until the outstanding Common Stock (the earlier of such dates being called the “Distribution Date”, (i) and (iii) the first date on which a Business Combination (as defined below) is deemed to occur, the Rights will be evidenced by the Common Stock certificates and not by separate certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the Rights will be transferred with and only with the such Common Stock. Until the Distribution Date Stock certificates, (or earlier redemption, exchange or expiration of the Rights), ii) new Common Stock certificates issued after December 7, 2005, upon transfer or new issuance of shares of Common Stock, the Record Date will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date reference and (or earlier redemption, exchange or expiration of the Rightsiii) the surrender for transfer of any certificate certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at the close of business on April 25, 2006, unless earlier redeemed or exchanged by the Company as described below. As soon as practicable following after the Distribution Date, separate certificates evidencing the Rights (“Rights Certificates”) Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution DateDate and, and such thereafter, the separate Rights Certificates alone will evidence represent the Rights. The Rights will first become exercisable on Except as otherwise determined by the later Board of Directors, only shares of Common Stock issued prior to occur of the Stock Acquisition Date and the Distribution Date (unless sooner redeemed or exchanged)will be issued with Rights. The Rights will expire at In the close event that a Person becomes the beneficial owner of business on December 5, 2010 (more than 15% of the “Expiration Date”), unless earlier redeemed or exchanged by the Company as described below. The Purchase Price payable, and the number of then outstanding shares of Preferred Common Stock, each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities, cash or other property issuable, upon exercise securities of the Rights are subject Company) having a value equal to adjustment from time to time to prevent dilution (i) in two times the event of a stock dividend or distribution on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock or securities convertible into or exchangeable for Preferred Stock at less than the current market exercise price of the Preferred Stock Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends, subject to under certain limitations set forth circumstances specified in the Rights Agreement) or were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of subscription rights or warrants (other than those referred to above). In addition, either of the Purchase Price payable, and events set forth above until such time as the number of shares of Preferred Stock purchasable, on exercise of a Right is subject to adjustment in the event that Rights are no longer redeemable by the Company should (i) declare or pay any dividend on the Common Stock payable in Common Stock or (ii) effect a subdivision or combination of the Common Stock into a different number of shares of Common Stockas set forth below. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which mayFor example, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market exercise price of the Preferred Stock on the last trading date prior to the date of exercise. In the event that there is public disclosure that $67.50 per Right, each Right not owned by an Acquiring Person has become such, proper provision would be made so that each holder of a Right, other than Rights that are (or were beneficially owned by the Acquiring Person and certain related persons and transferees (which will thereafter be void), will after parties) following an event set forth in the later preceding paragraph would entitle its holder to occur of the Stock Acquisition Date and the Distribution Date have the right to receive upon exercise that number of shares purchase $135 worth of Common Stock (or other securitiesconsideration, as noted above) having at for $67.50. Assuming that the time of such transaction Common Stock had a market per share value of two times the Purchase Price of the Right. In addition$33.75 at such time, the Company’s Board holder of Directors has the option of exchanging all or part of the Rights (excluding void Rights) for an equal number of each valid Right would be entitled to purchase four shares of Common Stock in the manner described in the Rights Agreementfor $67.50. In the event that, at any time following public disclosure that an Acquiring Person has become suchthe Stock Acquisition Date, (i) the Company is involved acquired in a merger or other business combination transaction where in which the Company is not the surviving corporation (other than a merger described in the second preceding paragraph), or where the Common Stock is changed or exchanged or in a transaction or transactions as a result of which (ii) 50% or more of its consolidated the Company's assets or earning power are soldis sold or transferred, proper provision would be made so that each holder of a Right (other than such Acquiring Person and certain related persons or transferees) (a “Business Combination”except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Rightexercise, that number of shares of common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one eight-hundredths of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time prior to the time any Person becomes an Acquiring Person, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.01 redemption price. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the acquisition by a person or group of affiliated or prior to the time any Person becomes an Acquiring Person. Thereafter, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust the time period governing redemption shall be made at such time as the case may be, which at the time of such transaction would have a market value of two times the Purchase Price of the RightRights are not redeemable.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On December 2May 28, 20051997, the Board of Directors of General Maritime Corporation AMRESCO, INC. (the “"Company”") authorized the issuance declared a dividend distribution of one preferred share purchase right (a “Right”) Right for each outstanding share of the Company's common stock, $0.05 par value $.01 per share (the “"Common Stock”"), of the Company. The distribution is payable to the shareholders stockholders of record at the close of business on December 7June 9, 2005 (the “Record Date”), which is also the payment date, and with respect to all shares of Common Stock that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, or the expiration of the Rights (and, in certain cases, following the Distribution Date)1997. Each Right entitles the registered holder to purchase from the Company one one-hundredth thousandth (1/1,000) of a share of a Junior Participating Series A Preferred Stock, par value $.01 1.00 per share, of the Company share (the “"Preferred Stock”) "), at an exercise price a Purchase Price of $175.00 125.00 per one one-hundredth thousandth (1/1,000) of a share of Preferred Stock (the “Purchase Price”)share, subject to adjustment. The description and terms of the Rights, and certain defined terms used herein, Rights are set forth in a Rights Agreement (the “"Rights Agreement”") between the Company and Mellon Investor Services LLC The Bank of New York, as Rights Agent (the “"Rights Agent”"). Initially, dated as of August 31the Rights will be attached to all Common Stock certificates representing shares then outstanding, 2006, as may and no separate Rights Certificates will be amended distributed. The Rights will separate from time to time. Until the Common Stock upon the earlier to occur of (i) the expiration of the Company’s redemption rights on the tenth ten (10) business day after the date of days following a public disclosure announcement that a person or group other than certain Exempt Persons (an “Acquiring Person”), together with persons of affiliated or associated with such persons (an "Acquiring Person (other than those that are Exempt Persons), Person") has acquired, or obtained the right to acquire, beneficial ownership of fifteen percent (15% or more (20% or more in the case of certain acquisitions by institutional investors%) of the outstanding Common Stock (the “Stock Acquisition Date”), (ii) the tenth business day after the date (the “Tender Offer Date”) of commencement or public disclosure of an intention to commence a tender offer by a person other than an Exempt Person if, upon consummation of the offer, such person could acquire beneficial ownership of 15% or more of the outstanding shares of Common Stock (the earlier "Stock Acquisition Date"), or (ii) ten (10) business days (or such later date as the Board of Directors shall determine) following the commencement of a tender or exchange offer that would result in a person or group beneficially owning fifteen percent (15%) or more of such dates being called outstanding shares of Common Stock. The date the “Rights separate is referred to as the "Distribution Date”." Until the Distribution Date, (i) and (iii) the first date on which a Business Combination (as defined below) is deemed to occur, the Rights will be evidenced by the Common Stock certificates and not by separate certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the Rights will be transferred with and only with the such Common Stock. Until the Distribution Date Stock certificates, (or earlier redemption, exchange or expiration of the Rights), ii) new Common Stock certificates issued after December 7June 9, 2005, upon transfer or new issuance of shares of Common Stock, 1997 will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date , and (or earlier redemption, exchange or expiration of the Rightsiii) the surrender for transfer of any certificate certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at the close of business on June 9, 2007, unless earlier redeemed by the Company as described below. As soon as practicable following after the Distribution Date, separate certificates evidencing the Rights (“Rights Certificates”) Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution DateDate and, and such thereafter, the separate Rights Certificates alone will evidence represent the Rights. The Rights will first become exercisable on the later to occur of the Stock Acquisition Date and the Distribution Date (unless sooner redeemed or exchanged). The Rights will expire at the close of business on December 5, 2010 (the “Expiration Date”), unless earlier redeemed or exchanged by the Company as described below. The Purchase Price payable, and the number of shares of Preferred Stock or other securities, cash or other property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) Except in the event of a stock dividend or distribution on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock or securities convertible into or exchangeable for Preferred Stock at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends, subject to certain limitations set forth in the Rights Agreement) or of subscription rights or warrants (other than those referred to above). In addition, the Purchase Price payable, and the number of shares of Preferred Stock purchasable, on exercise of a Right is subject to adjustment in the event that the Company should (i) declare or pay any dividend on the Common Stock payable in Common Stock or (ii) effect a subdivision or combination of the Common Stock into a different number of shares of Common Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. In the event that there is public disclosure that an Acquiring Person has become such, proper provision would be made so that each holder of a Right, other than Rights that are or were beneficially owned by the Acquiring Person and certain related persons and transferees (which will thereafter be void), will after the later to occur of the Stock Acquisition Date and the Distribution Date have the right to receive upon exercise that number of connection with shares of Common Stock (issued or other securities) having at the time of such transaction a market value of two times the Purchase Price of the Right. In addition, the Company’s Board of Directors has the option of exchanging all or part of the Rights (excluding void Rights) for an equal number of shares of Common Stock in the manner described in the Rights Agreement. In the event that, at any time following public disclosure that an Acquiring Person has become such, the Company is involved in a merger or other business combination transaction where the Company is not the surviving corporation or where the Common Stock is changed or exchanged or in a transaction or transactions as a result of which 50% or more of its consolidated assets or earning power are sold, proper provision would be made so that each holder of a Right (other than such Acquiring Person and certain related persons or transferees) (a “Business Combination”) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company or the Company, as the case may be, which at the time of such transaction would have a market value of two times the Purchase Price of the Right.sold pursuant

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On December 2July 24, 20052009, the Board of Directors of General Maritime Startech Environmental Corporation (the “Company”) authorized the issuance of one preferred share purchase right (a “Right”) for each outstanding share of common stock, no par value $.01 per share (the “Common Stock”), of the Company. The distribution is payable to the shareholders stockholders of record at the close of business on December 7July 27, 2005 2009 (the “Record Date”), which is also the payment date, and with respect to all shares of Common Stock that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, or the expiration of the Rights (and, in certain cases, following the Distribution Date). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of a Junior Participating Preferred Stock, no par value $.01 per share, of the Company (the “Preferred Stock”) at an exercise price of $175.00 1.30 per one one-hundredth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The description and terms of the Rights, and certain defined terms used herein, are set forth in a Rights Agreement (as amended, the “Rights Agreement”) between the Company and Mellon Investor Services LLC Corporate Stock Transfer, Inc. as Rights Agent (the “Rights Agent”), dated as of August 31July 24, 2006, as may be amended from time to time2009. Until the earlier to occur of (i) the expiration of the Company’s redemption rights on the tenth business day after the date of public disclosure that a person or group other than certain Exempt Persons or Grandfathered Persons (an “Acquiring Person”), together with persons affiliated or associated with such Acquiring Person (other than those that are Exempt Persons or Grandfathered Persons), has acquired, or obtained the right to acquire, beneficial ownership of 15% or more (20% or more in the case of certain acquisitions by institutional investors) of the outstanding Common Stock (the “Stock Acquisition Date”), ) and (ii) the tenth business day after the date (the “Tender Offer Date”) of commencement or public disclosure of an intention to commence a tender offer or exchange offer by a person other than an Exempt Person or a Grandfathered Person, and excluding the tender offer launched by Friendly LRL on July 6, 2009, if, upon consummation of the offer, such person could acquire beneficial ownership of 15% or more of the outstanding Common Stock (the earlier of such dates being called the “Distribution Date”) and (iii) the first date on which a Business Combination (as defined below) is deemed to occur), the Rights will be evidenced by Common Stock certificates and not by separate certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), new Common Stock certificates issued after December 7July 27, 20052009, upon transfer or new issuance of shares of Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights) the surrender for transfer of any certificate for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Rights Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date, and such separate Rights Certificates alone will evidence the Rights. The Rights will first become exercisable on the later to occur of the Stock Acquisition Date and the Distribution Date (unless sooner redeemed or exchanged). The Rights will expire at the close of business on December 5August 24, 2010 2009 (the “Expiration Date”), unless earlier redeemed or exchanged by the Company as described belowbelow or unless the Rights become exercisable, in which case they will expire on August 24, 2014. The Purchase Price payable, and the number of shares of Preferred Stock or other securities, cash or other property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend or distribution on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock or securities convertible into or exchangeable for Preferred Stock at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends, subject to certain limitations set forth in the Rights Agreement) or of subscription rights or warrants (other than those referred to above). In addition, the Purchase Price payable, and the number of shares of Preferred Stock purchasable, on exercise of a Right is subject to adjustment in the event that the Company should (i) declare or pay any dividend on the Common Stock payable in Common Stock or (ii) effect a subdivision or combination of the Common Stock into a different number of shares of Common Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. In the event that there is public disclosure that an Acquiring Person has become such, proper provision would be made so that each holder of a Right, other than Rights that are or were beneficially owned by the Acquiring Person and certain related persons and transferees (which will thereafter be void), will after the later to occur of the Stock Acquisition Date and the Distribution Date thereafter have the right to receive upon exercise that number of shares of Common Stock (or other securities) having at the time of such transaction a market value of two times the Purchase Price of the Right. In addition, the Company’s Board of Directors has the option of exchanging all or part of the Rights (excluding void Rights) for an equal number of shares of Common Stock in the manner described in the Rights AgreementAgreement in a ratio of three shares of Common Stock for each Right. In the event that, at any time following public disclosure that an Acquiring Person has become such, the Company is involved in a merger or other business combination transaction where the Company is not the surviving corporation or where the Common Stock is changed or exchanged or in a transaction or transactions as a result of which 50% or more of its consolidated assets or earning power are sold, proper provision would be made so that each holder of a Right (other than such Acquiring Person and certain related persons or transferees) (a “Business Combination”) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company or the Company, as the case may be, which at the time of such transaction would have a market value of two times the Purchase Price of the Right. At any time prior to public disclosure that an Acquiring Person has become such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the “Redemption Price”), payable in cash, shares (including fractional shares) of Common Stock or any other form of consideration deemed appropriate by the Board of Directors. At any time prior to the Stock Acquisition Date, the Board of Directors of the Company may amend or supplement the Rights Agreement without the approval of the Rights Agent or any holder of the Rights. From and after the Stock Acquisition Date, the Board of Directors of the Company may generally only amend or supplement the Rights Agreement without such approval only to cure ambiguity, correct or supplement any defective or inconsistent provision or change or supplement the Rights Agreement in any manner which shall not adversely affect the interests of the holders of the Rights (other than an Acquiring Person or an affiliate or associate thereof). Immediately upon the action of the Board of Directors providing for any amendment or supplement, such amendment or supplement will be deemed effective. The Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled to a minimum preferential quarterly dividend payment, when, as and if declared by the Board of Directors of the Company, equal to the greater of $1.00 per share and 100 times the dividend declared per share of Common Stock, subject to anti-dilution adjustment. In the event of liquidation, the holders of the Preferred Stock will be entitled to a preferential liquidation payment equal to $100 per share, plus accrued and unpaid dividends, subject to anti-dilution adjustment. Each share of Preferred Stock will have 100 votes per share, subject to anti-dilution adjustment, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which the Common Stock is exchanged, each share of Preferred Stock will be entitled to receive 100 times the amount received per Common Stock, subject to anti-dilution adjustment. Exempt Persons include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company and (iv) any Person holding Common Stock for any such employee benefit plan or for employees of the Company or of any Subsidiary of the Company pursuant to the terms of any such employee benefit plan. Grandfathered Persons include any Person who or which, together with all Affiliates and Associates of such Person, was, as of 5:00 p.m., New York City time, on July 24, 2009 (the “Grandfathered Time”), the beneficial owner of 15% or more of the outstanding Common Stock. Any Grandfathered Person who after the Grandfathered Time becomes the beneficial owner of less than 15% of the outstanding Common Stock shall cease to be a Grandfathered Person and shall be subject to all of the provisions of the Rights Agreement in the same manner as any Person who is not and was not a Grandfathered Person. Furthermore, any Grandfathered Person who after the Grandfathered Time becomes the beneficial owner of a percentage interest of the outstanding Common Stock that is equal to or exceeds the percentage interest of the outstanding Common Stock that such Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, beneficially owns as of the Grandfathered Time, plus an additional 1%, shall cease to be a Grandfathered Person and shall be subject to all of the provisions of the Rights Agreement in the same manner as any Person who is not and was not a Grandfathered Person.