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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2014
 
OR
 
o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from           to
 
Commission file number 000-51442

 
GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands	 	 	 	98-043-9758	
(State or other jurisdiction of	 	 	 	(I.R.S. Employer	
incorporation or organization)	 	 	 	Identification No.)	
 
299 Park Avenue, 12 th  Floor, New York, New York 10171
(Address of principal executive offices) (Zip Code)
 
(646) 443-8550
(Registrant’s telephone number, including area code)

 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o	 	Accelerated filer  x	
 	 	 	
Non-accelerated filer  o	 	Smaller reporting company  o	
(Do not check if a smaller reporting company)	 	 	
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No  x
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  x  No  o
 
The number of shares outstanding of each of the issuer’s classes of common stock, as of November 17, 2014: Common stock, $0.01 per share — 61,541,389 shares.

 

Table of Contents
 
Genco Sh  ipping & Trading Limited

 	 	Page	
 	 	 	
PART I — FINANCIAL INFORMATION	 	
 	 	 	
Item 1.	Financial Statements (unaudited)	 	
 	 	 	
 	a)	Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013	1	
 	 	 	 	
 	b)	Condensed Consolidated Statements of Operations	2	
 	 	 	 	
 	c)	Condensed Consolidated Statements of Comprehensive (Loss) Income	4	
 	 	 	 	
 	d)	Condensed Consolidated Statements of Equity	5	
 	 	 	 	
 	e)	Condensed Consolidated Statements of Cash Flows	7	
 	 	 	 	
 	f)	Notes to Condensed Consolidated Financial Statements	8	
 	 	 	 	
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43	
 	 	 	 	
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	69	
 	 	 	 	
Item 4.	Controls and Procedures	71	
 	 	 	
PART II —OTHER INFORMATION	 	
 	 	 	 	
Item 1.	Legal Proceedings	71	
 	 	 	 	
Item 6.	Exhibits	72	
 
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Website Information
 
We intend to use our website, www.GencoShipping.com, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in our website’s Investor section. Accordingly, investors should monitor the Investor portion of our website, in addition to following our press releases, SEC filings, public conference calls, and webcasts. To subscribe to our e-mail alert service, please submit your e-mail address at the Investor Relations Home page of the Investor section of our website. The information contained in, or that may be accessed through, our website is not incorporated by reference into or a part of this document or any other report or document we file with or furnish to the SEC, and any references to our website are intended to be inactive textual references only.
 
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PART I. FINANCIAL INFORMATION 
 
ITEM 1. FINANCIAL STATEMENTS 
 
Genco Shipping & Trading Limited
Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013 
(U.S. Dollars in thousands, except for share and per share data)
(Unaudited)

 	 	Successor	 	Predecessor	 	
 	 	September 30,
2014	 	December 31,
2013	 	
Assets	 	 	 	 	 	
Current assets:	 	 	 	 	 	
Cash and cash equivalents	 	$	106,620	 	$	122,722	 	
Restricted cash	 	9,850	 	9,850	 	
Due from charterers, net of a reserve of $1,576 and $632, respectively	 	15,594	 	14,241	 	
Prepaid expenses and other current assets	 	25,240	 	19,065	 	
Time charters acquired	 	16	 	—	 	
Total current assets	 	157,320	 	165,878	 	
 	 	 	 	 	 	
Noncurrent assets:	 	 	 	 	 	
Vessels, net of accumulated depreciation of $17,215 and $730,662, respectively	 	1,522,106	 	2,673,795	 	
Deposits on vessels	 	31,396	 	1,013	 	
Deferred drydock, net of accumulated amortization of $69 and $11,107, respectively	 	3,096	 	11,069	 	
Deferred financing costs, net of accumulated amortization of $2,562 and $22,279, respectively	 	6,691	 	22,011	 	
Fixed assets, net of accumulated depreciation and amortization of $66 and $3,438, respectively	 	646	 	5,104	 	
Other noncurrent assets	 	514	 	514	 	
Restricted cash	 	300	 	300	 	
Investments	 	38,463	 	77,570	 	
Goodwill	 	166,067	 	—	 	
Total noncurrent assets	 	1,769,279	 	2,791,376	 	
 	 	 	 	 	 	
Total assets	 	$	1,926,599	 	$	2,957,254	 	
 	 	 	 	 	 	
Liabilities and Equity	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	
Accounts payable and accrued expenses	 	$	36,949	 	$	27,359	 	
Current portion of long-term debt	 	32,242	 	1,316,439	 	
Current interest payable	 	—	 	13,199	 	
Convertible senior note payable	 	—	 	115,881	 	
Deferred revenue	 	893	 	1,597	 	
Current portion of lease obligations	 	—	 	176	 	
Fair value of derivative instruments	 	—	 	6,975	 	
Total current liabilities:	 	70,084	 	1,481,626	 	
 	 	 	 	 	 	
Noncurrent liabilities:	 	 	 	 	 	
Long-term lease obligations	 	186	 	3,114	 	
Time charters acquired	 	—	 	84	 	
Long-term debt	 	372,803	 	163,625	 	
Total noncurrent liabilities	 	372,989	 	166,823	 	
 	 	 	 	 	 	
Total liabilities	 	443,073	 	1,648,449	 	
 	 	 	 	 	 	
Commitments and contingencies	 	 	 	 	 	
 	 	 	 	 	 	
Equity:	 	 	 	 	 	
Genco Shipping & Trading Limited shareholders’ equity:	 	 	 	 	 	
Predecessor Company common stock, par value $0.01; 100,000,000 shares authorized; 44,449,407 shares issued and outstanding at December 31, 2013	 	—	 	445	 	
Predecessor Company additional paid-in capital	 	—	 	846,658	 	
Successor Company common stock, par value $0.01; 250,000,000 shares authorized; 61,410,372 shares issued and outstanding at September 30, 2014	 	614	 	—	 	
Successor Company additional paid-in capital	 	1,239,439	 	—	 	
Accumulated other comprehensive (loss) income	 	(13,341	)	53,722	 	
Retained (deficit) earnings	 	(18,290	)	66,644	 	
Total Genco Shipping & Trading Limited shareholders’ equity	 	1,208,422	 	967,469	 	
Noncontrolling interest	 	275,104	 	341,336	 	
Total equity	 	1,483,526	 	1,308,805	 	
 	 	 	 	 	 	
Total liabilities and equity	 	$	1,926,599	 	$	2,957,254	 	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
Condensed Consolidated Statements of Operations 
(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)
(Unaudited)

 	 	Successor	 	 	Predecessor	 	
 	 	Period from
July 9 to
September 30,
2014	 	 	Period from
July 1 to July 9,
2014	 	Three Months
Ended
September 30,
2013	 	
Revenues:	 	 	 	 	 	 	 	 	
Voyage revenues	 	$	43,943	 	 	$	4,034	 	$	58,605	 	
Service revenues	 	756	 	 	72	 	828	 	
 	 	 	 	 	 	 	 	 	
Total revenues	 	44,699	 	 	4,106	 	59,433	 	
 	 	 	 	 	 	 	 	 	
Operating expenses:	 	 	 	 	 	 	 	 	
Voyage expenses	 	2,335	 	 	200	 	2,212	 	
Vessel operating expenses	 	27,248	 	 	2,902	 	27,515	 	
General, administrative, and management fees	 	15,492	 	 	6,147	 	7,871	 	
Depreciation and amortization	 	17,356	 	 	3,213	 	35,222	 	
Other operating income	 	(296	)	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	
Total operating expenses	 	62,135	 	 	12,462	 	72,820	 	
 	 	 	 	 	 	 	 	 	
Operating loss	 	(17,436	)	 	(8,356	)	(13,387	)	
 	 	 	 	 	 	 	 	 	
Other (expense) income:	 	 	 	 	 	 	 	 	
Other income (expense)	 	7	 	 	1	 	(45	)	
Interest income	 	19	 	 	—	 	14	 	
Interest expense	 	(3,592	)	 	(1,529	)	(23,079	)	
 	 	 	 	 	 	 	 	 	
Other expense	 	(3,566	)	 	(1,528	)	(23,110	)	
 	 	 	 	 	 	 	 	 	
Loss before reorganization items, net	 	(21,002	)	 	(9,884	)	(36,497	)	
Reorganization items, net	 	(1,167	)	 	902,273	 	—	 	
 	 	 	 	 	 	 	 	 	
(Loss) income before income taxes	 	(22,169	)	 	892,389	 	(36,497	)	
Income tax expense	 	(393	)	 	(38	)	(479	)	
 	 	 	 	 	 	 	 	 	
Net (loss) income	 	(22,562	)	 	892,351	 	(36,976	)	
Less: Net loss attributable to noncontrolling interest	 	(4,272	)	 	(568	)	(1,942	)	
Net (loss) income attributable to Genco Shipping & Trading Limited	 	$	(18,290	)	 	$	892,919	 	$	(35,034	)	
 	 	 	 	 	 	 	 	 	
Net (loss) earnings per share-basic	 	$	(0.30	)	 	$	20.49	 	$	(0.81	)	
Net (loss) earnings per share-diluted	 	$	(0.30	)	 	$	20.49	 	$	(0.81	)	
Weighted average common shares outstanding-basic	 	60,299,766	 	 	43,568,942	 	43,231,510	 	
Weighted average common shares outstanding-diluted	 	60,299,766	 	 	43,568,942	 	43,231,510	 	
Dividends declared per share	 	$	—	 	 	$	—	 	$	—	 	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
Condensed Consolidated Statements of Operations
(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)
(Unaudited)

 	 	Successor	 	 	Predecessor	 	
 	 	Period from
July 9 to
September 30,
2014	 	 	Period from
January 1 to
July 9,
2014	 	Nine Months
Ended
September 30,
2013	 	
Revenues:	 	 	 	 	 	 	 	 	
Voyage revenues	 	$	43,943	 	 	$	118,759	 	$	143,222	 	
Service revenues	 	756	 	 	1,701	 	2,457	 	
 	 	 	 	 	 	 	 	 	
Total revenues	 	44,699	 	 	120,460	 	145,679	 	
 	 	 	 	 	 	 	 	 	
Operating expenses:	 	 	 	 	 	 	 	 	
Voyage expenses	 	2,335	 	 	4,140	 	6,352	 	
Vessel operating expenses	 	27,248	 	 	64,670	 	81,400	 	
General, administrative, and management fees	 	15,492	 	 	31,371	 	24,543	 	
Depreciation and amortization	 	17,356	 	 	75,952	 	104,322	 	
Other operating income	 	(296	)	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	
Total operating expenses	 	62,135	 	 	176,133	 	216,617	 	
 	 	 	 	 	 	 	 	 	
Operating loss	 	(17,436	)	 	(55,673	)	(70,938	)	
 	 	 	 	 	 	 	 	 	
Other (expense) income:	 	 	 	 	 	 	 	 	
Other income (expense)	 	7	 	 	(106	)	(58	)	
Interest income	 	19	 	 	45	 	49	 	
Interest expense	 	(3,592	)	 	(41,061	)	(65,922	)	
 	 	 	 	 	 	 	 	 	
Other expense	 	(3,566	)	 	(41,122	)	(65,931	)	
 	 	 	 	 	 	 	 	 	
Loss before reorganization items, net	 	(21,002	)	 	(96,795	)	(136,869	)	
Reorganization items, net	 	(1,167	)	 	882,167	 	—	 	
 	 	 	 	 	 	 	 	 	
(Loss) income before income taxes	 	(22,169	)	 	785,372	 	(136,869	)	
Income tax expense	 	(393	)	 	(815	)	(997	)	
 	 	 	 	 	 	 	 	 	
Net (loss) income	 	(22,562	)	 	784,557	 	(137,866	)	
Less: Net loss attributable to noncontrolling interest	 	(4,272	)	 	(8,734	)	(9,300	)	
Net (loss) income attributable to Genco Shipping & Trading Limited	 	$	(18,290	)	 	$	793,291	 	$	(128,566	)	
 	 	 	 	 	 	 	 	 	
Net (loss) earnings per share-basic	 	$	(0.30	)	 	$	18.21	 	$	(2.98	)	
Net (loss) earnings per share-diluted	 	$	(0.30	)	 	$	18.21	 	$	(2.98	)	
Weighted average common shares outstanding-basic	 	60,299,766	 	 	43,568,942	 	43,196,895	 	
Weighted average common shares outstanding-diluted	 	60,299,766	 	 	43,568,942	 	43,196,895	 	
Dividends declared per share	 	$	—	 	 	$	—	 	$	—	 	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
Condensed Consolidated Statements of Comprehensive (Loss) Income 
(U.S. Dollars in Thousands)
(Unaudited)

 	 	Successor	 	 	Predecessor	 	
 	 	Period from
July 9 to
September 30,
2014	 	 	Period from
July 1 to July 9,
2014	 	Three Months
Ended
September 30,
2013	 	
 	 	 	 	 	 	 	 	 	
Net (loss) income	 	$	(22,562	)	 	$	892,351	 	$	(36,976	)	
 	 	 	 	 	 	 	 	 	
Change in unrealized (loss) gain on investments	 	(13,341	)	 	2,186	 	14,514	 	
Unrealized gain on cash flow hedges, net	 	—	 	 	95	 	2,076	 	
Other comprehensive (loss) income	 	(13,341	)	 	2,281	 	16,590	 	
 	 	 	 	 	 	 	 	 	
Comprehensive (loss) income	 	(35,903	)	 	894,632	 	(20,386	)	
Less: Comprehensive loss attributable to noncontrolling interest	 	(4,272	)	 	(568	)	(1,942	)	
Comprehensive (loss) income attributable to Genco Shipping & Trading Limited	 	$	(31,631	)	 	$	895,200	 	$	(18,444	)	

 	 	Successor	 	 	Predecessor	 	
 	 	Period from
July 9 to
September 30,
2014	 	 	Period from
January 1 to
July 9,
2014	 	Nine Months
Ended
September 30,
2013	 	
 	 	 	 	 	 	 	 	 	
Net (loss) income	 	$	(22,562	)	 	$	784,557	 	$	(137,866	)	
 	 	 	 	 	 	 	 	 	
Change in unrealized (loss) gain on investments	 	(13,341	)	 	(25,766	)	20,841	 	
Unrealized gain on cash flow hedges, net	 	—	 	 	2,401	 	6,763	 	
Other comprehensive (loss) income	 	(13,341	)	 	(23,365	)	27,604	 	
 	 	 	 	 	 	 	 	 	
Comprehensive (loss) income	 	(35,903	)	 	761,192	 	(110,262	)	
Less: Comprehensive loss attributable to noncontrolling interest	 	(4,272	)	 	(8,734	)	(9,300	)	
Comprehensive (loss) income attributable to Genco Shipping & Trading Limited	 	$	(31,631	)	 	$	769,926	 	$	(100,962	)	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
Condensed Consolidated Statements of Equity 
(U.S. Dollars in Thousands)
(Unaudited)

 	 	Common
Stock	 	Additional
Paid-in
Capital	 	Accumulated
Other
Comprehensive
(Loss)
Income	 	Retained
(Deficit)
Earnings	 	Genco
Shipping &
Trading
Limited
Shareholders’
Equity	 	Noncontrolling
Interest	 	Total Equity	 	
Balance — January 1, 2014 (Predecessor)	 	$	445	 	$	846,658	 	$	53,722	 	$	66,644	 	$	967,469	 	$	341,336	 	$	1,308,805	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss, exclusive of net gain from fresh-start adjustments	 	 	 	 	 	 	 	(124,107	)	(124,107	)	(8,734	)	(132,841	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized loss on investments	 	 	 	 	 	(25,766	)	 	 	(25,766	)	—	 	(25,766	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized gain on cash flow hedges, net	 	 	 	 	 	2,401	 	 	 	2,401	 	—	 	2,401	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Nonvested stock amortization	 	 	 	2,403	 	 	 	 	 	2,403	 	1,949	 	4,352	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash dividends paid by Baltic Trading Limited	 	 	 	(5	)	 	 	 	 	(5	)	(2,041	)	(2,046	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Vesting of restricted shares issued by Baltic Trading Limited	 	 	 	74	 	 	 	 	 	74	 	(74	)	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Subtotal — July 9, 2014 (Predecessor)	 	$	445	 	$	849,130	 	$	30,357	 	$	(57,463	)	$	822,469	 	$	332,436	 	$	1,154,905	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net gain from fresh-start adjustments (see Note 20)	 	 	 	 	 	 	 	917,399	 	917,399	 	—	 	917,399	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance — July 9, 2014 (Predecessor)	 	$	445	 	$	849,130	 	$	30,357	 	$	859,936	 	$	1,739,868	 	$	332,436	 	$	2,072,304	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fresh-start adjustments:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cancellation of Predecessor common stock	 	(445	)	(849,130	)	 	 	 	 	(849,575	)	—	 	(849,575	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Elimination of Predecessor accumulated deficit and accumulated other comprehensive income	 	 	 	 	 	(30,357	)	(859,936	)	(890,293	)	—	 	(890,293	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Elimination of Predecessor non-controlling interest	 	 	 	 	 	 	 	 	 	—	 	(332,436	)	(332,436	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Issuance of new equity interests in connection with emergence from Chapter 11, including the $100 million Rights Offering	 	603	 	1,232,397	 	 	 	 	 	1,233,000	 	—	 	1,233,000	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revaluation of non-controlling interest	 	 	 	 	 	 	 	 	 	—	 	279,069	 	279,069	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance — July 9, 2014 (Successor)	 	$	603	 	$	1,232,397	 	$	—	 	$	—	 	$	1,233,000	 	$	279,069	 	$	1,512,069	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	 	 	 	 	 	 	(18,290	)	(18,290	)	(4,272	)	(22,562	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized loss on investments	 	 	 	 	 	(13,341	)	 	 	(13,341	)	—	 	(13,341	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Issuance of 1,110,600 shares of nonvested stock	 	11	 	(11	)	 	 	 	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Nonvested stock amortization	 	 	 	7,054	 	 	 	 	 	7,054	 	818	 	7,872	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash dividends paid by Baltic Trading Limited	 	 	 	(1	)	 	 	 	 	(1	)	(511	)	(512	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance — September 30, 2014 (Successor)	 	$	614	 	$	1,239,439	 	$	(13,341	)	$	(18,290	)	$	1,208,422	 	$	275,104	 	$	1,483,526	 	
 
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 	 	Common
Stock	 	Additional
Paid-in
Capital	 	Accumulated
Other
Comprehensive
(Loss)
Income	 	Retained
(Deficit)
Earnings	 	Genco
Shipping &
Trading
Limited
Shareholders’
Equity	 	Noncontrolling
Interest	 	Total Equity	 	
Balance — January 1, 2013 (Predecessor)	 	$	443	 	$	863,303	 	$	(11,841	)	$	214,391	 	$	1,066,296	 	$	194,911	 	$	1,261,207	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	 	 	 	 	 	 	(128,566	)	(128,566	)	(9,300	)	(137,866	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Change in unrealized gain on investments	 	 	 	 	 	20,841	 	 	 	20,841	 	—	 	20,841	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized gain on cash flow hedges, net	 	 	 	 	 	6,763	 	 	 	6,763	 	—	 	6,763	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Issuance of 200,634 shares of nonvested stock, less forfeitures of 21,500 shares	 	2	 	(2	)	 	 	 	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Nonvested stock amortization	 	 	 	2,314	 	 	 	 	 	2,314	 	1,156	 	3,470	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Issuance of common stock of Baltic Trading Limited	 	 	 	(16,568	)	 	 	 	 	(16,568	)	97,609	 	81,041	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash dividends paid by Baltic Trading Limited	 	 	 	 	 	 	 	(4	)	(4	)	(580	)	(584	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Vesting of restricted shares issued by Baltic Trading Limited	 	 	 	(26	)	 	 	 	 	(26	)	26	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance — September 30, 2013 (Predecessor)	 	$	445	 	$	849,021	 	$	15,763	 	$	85,821	 	$	951,050	 	$	283,822	 	$	1,234,872	 	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
Condensed Consolidated Statements of Cash Flows 
(U.S. Dollars in Thousands)
(Unaudited)

 	 	Successor	 	 	Predecessor	 	
 	 	Period from
July 9 to
September 30,
2014	 	 	Period from
January 1 to
July 9,
2014	 	Nine Months
Ended
September 30,
2013	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	
Net (loss) income	 	$	(22,562	)	 	$	784,557	 	$	(137,866	)	
Adjustments to reconcile net (loss) income to net cash used in operating activities:	 	 	 	 	 	 	 	 	
Non-cash reorganization items and fresh-start accounting adjustments, net	 	—	 	 	(917,399	)	—	 	
Depreciation and amortization	 	17,356	 	 	75,952	 	104,322	 	
Amortization of deferred financing costs	 	384	 	 	4,461	 	6,862	 	
Amortization of time charters acquired	 	434	 	 	(68	)	(283	)	
Amortization of discount on Convertible Senior Notes	 	—	 	 	1,592	 	3,653	 	
Interest expense related to the de-designation of the interest rate swap	 	—	 	 	1,048	 	—	 	
Unrealized loss on derivative instruments	 	—	 	 	—	 	3	 	
Amortization of nonvested stock compensation expense	 	7,872	 	 	4,352	 	3,470	 	
Change in assets and liabilities:	 	 	 	 	 	 	 	 	
(Increase) decrease in due from charterers	 	(2,400	)	 	1,047	 	(3,066	)	
Decrease (increase) in prepaid expenses and other current assets	 	5,519	 	 	(11,735	)	(244	)	
(Decrease) increase in accounts payable and accrued expenses	 	(27,998	)	 	32,534	 	146	 	
(Decrease) increase in deferred revenue	 	(104	)	 	(600	)	98	 	
Increase in lease obligations	 	186	 	 	195	 	152	 	
Deferred drydock costs incurred	 	(2,977	)	 	(9,253	)	(1,873	)	
 	 	 	 	 	 	 	 	 	
Net cash used in operating activities	 	(24,290	)	 	(33,317	)	(24,626	)	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	
Purchase of vessels, including deposits	 	(918	)	 	(29,995	)	(41,097	)	
Purchase of other fixed assets	 	(30	)	 	(415	)	(427	)	
Changes in deposits of restricted cash	 	125	 	 	(125	)	—	 	
 	 	 	 	 	 	 	 	 	
Net cash used in investing activities	 	(823	)	 	(30,535	)	(41,524	)	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	
Repayments on the $100 Million Term Loan Facility	 	(1,923	)	 	(3,846	)	—	 	
Repayments on the $253 Million Term Loan Facility	 	—	 	 	(10,150	)	—	 	
Proceeds on the 2010 Baltic Trading Credit Facility	 	—	 	 	—	 	1,000	 	
Proceeds from the Baltic Trading $22 Million Term Loan Facility	 	—	 	 	—	 	22,000	 	
Repayments on the Baltic Trading $22 Million Term Loan Facility	 	(375	)	 	(750	)	—	 	
Repayments on the Baltic Trading $44 Million Term Loan Facility	 	(688	)	 	(1,375	)	—	 	
Payment of dividend by subsidiary	 	(512	)	 	(2,046	)	(584	)	
Cash settlement of non-accredited Note holders	 	(375	)	 	—	 	—	 	
Proceeds from Rights Offering	 	—	 	 	100,000	 	—	 	
Proceeds from issuance of common stock by subsidiary	 	—	 	 	—	 	81,700	 	
Payment of common stock issuance costs by subsidiary	 	—	 	 	(111	)	(379	)	
Payment of deferred financing costs	 	(471	)	 	(4,515	)	(695	)	
 	 	 	 	 	 	 	 	 	
Net cash (used in) provided by financing activities	 	(4,344	)	 	77,207	 	103,042	 	
 	 	 	 	 	 	 	 	 	
Net (decrease) increase in cash and cash equivalents	 	(29,457	)	 	13,355	 	36,892	 	
 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at beginning of period	 	136,077	 	 	122,722	 	72,600	 	
Cash and cash equivalents at end of period	 	$	106,620	 	 	$	136,077	 	$	109,492	 	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
(U.S. Dollars in Thousands, Except Per Share and Share Data)
Notes to Condensed Consolidated Financial Statements (unaudited) 
 
1 - GENERAL INFORMATION
 
The accompanying condensed consolidated financial statements include the accounts of Genco Shipping & Trading Limited (“GS&T”), its wholly-owned subsidiaries, and its subsidiary, Baltic Trading Limited (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. GS&T is incorporated under the laws of the Marshall Islands and as of September 30, 2014, is the sole owner of all of the outstanding shares of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco RE Investments LLC; and the ship-owning subsidiaries as set forth below.  As of September 30, 2014, Genco Ship Management LLC is the sole owner of all of the outstanding shares of Genco Management (USA) Limited.
 
Bankruptcy Filing
 
On April 21, 2014 (the “Petition Date”), GS&T and its subsidiaries other than Baltic Trading Limited and its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors continued to operate their businesses in the ordinary course as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Through the Chapter 11 Cases, the Debtors implemented a Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code (the “Prepack Plan”) for which the Company solicited votes from certain classes of its creditors prior to commencement of the Chapter 11 Cases in accordance with the Restructuring Support Agreement that the Debtors entered into with certain of its creditors on April 3, 2014.  The Company subsequently emerged from bankruptcy on July 9, 2014.
 
The filing of the Chapter 11 Cases constituted an event of default with respect to each of the following agreements or instruments:
 
·                   the Credit Agreement, dated as of July 20, 2007 (as amended to date), by and among the Company as borrower, the banks and other financial institutions named therein as lenders, Wilmington Trust, N.A., as successor administrative and collateral agent, and the other parties thereto, relating to approximately $1,055,912 of principal plus accrued and unpaid interest, fees, costs, and other expenses (the “2007 Credit Facility”);
 
·                   the Loan Agreement, dated as of August 20, 2010 (as amended to date), by and among the Company as borrower, Genco Aquitaine Limited and the other subsidiaries of the Company named therein as guarantors, the banks and financial institutions named therein as lenders, BNP Paribas, Credit Agricole Corporate and Investment Bank, DVB Bank SE, Deutsche Bank AG Filiale Deutschlandgeschaft, Skandinaviska Enskilda Banken AB (publ) as mandated lead arrangers, BNP Paribas, Credit Agricole Corporate and Investment Bank, DVB Bank SE, Deutsche Bank AG, Skandinaviska Enskilda Banken AB (publ) as swap providers, and Deutsche Bank Luxembourg S.A. as agent for the lenders and the assignee, relating to approximately $175,718 of principal and accrued and unpaid interest, fees, costs, and other expenses (the “$253 Million Term Loan Facility”);
 
·                   the Loan Agreement, dated as of August 12, 2010 (as amended to date), by and among the Company as borrower, Genco Ocean Limited and the other subsidiaries of the Company named therein as guarantors, the banks and financial institutions named therein as lenders, and Credit Agricole Corporate and Investment Bank as agent and security trustee, relating to approximately $73,561 of principal plus accrued and unpaid interest, fees, costs, and other expenses (the “$100 Million Term Loan Facility”);
 
·                   the Indenture and First Supplemental Indenture relating to $125,000 of principal plus accrued and unpaid interest outstanding of the Company’s 5.00% Convertible Senior Notes (the “2010 Notes”) due August 15, 2015 (the “Indenture”); and
 
·                   the outstanding interest rate swap with DnB NOR Bank, relating to a liability position of $5,622.
 
As a result of the filing of the Chapter 11 Cases, all indebtedness outstanding under the 2007 Credit Facility and the Indenture was accelerated and became due and payable, and indebtedness under the other agreements and instruments described above were accelerated and become due and payable upon notice to the Company, subject to an automatic stay of any action to collect, assert, or recover a claim against the Company or the other Debtors and the application of the applicable provisions of the Bankruptcy Code.
 
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Table of Contents
 
On July 2, 2014, the Bankruptcy Court entered an order (the “Confirmation Order”), confirming the First Amended Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code (the “Plan”).  Capitalized terms used but not defined below shall have the meanings given to them in the Plan.  On July 9, 2014 (the “Effective Date”), the Debtors completed their financial restructuring and emerged from Chapter 11 through a series of transactions contemplated by the Plan, and the Plan became effective pursuant to its terms.  References to “Successor Company” refer to the Company after July 9, 2014, after giving effect to the application of fresh-start reporting (see “Financial Statement Presentation” section below).  References to “Predecessor Company” refer to the Company prior to July 9, 2014.
 
Key components of the Plan included:
 
·                   The conversion of 100% of the Claims under the 2007 Credit Facility into 81.1% of the Successor Company Common Stock (subject to dilution by the warrants issued under the Plan). On the Effective Date, the 2007 Credit Facility was terminated, and the liens and mortgages thereunder were released.  Refer to Note 9 — Debt for further information.
 
·                   The conversion of 100% of the Claims under the 2010 Notes into 8.4% of the Successor Company Common Stock (subject to dilution by the warrants issued under the Plan). On the Effective Date, the 2010 Notes and the Indenture were fully satisfied and discharged.  Refer to Note 10 — Convertible Senior Notes for further information.
 
·                   A fully backstopped Rights Offering for approximately 8.7% of the Successor Company Common Stock, in which holders of 2007 Credit Facility Claims were entitled to subscribe for up to 80% of the Successor Company Common Stock offered, and holders of the 2010 Notes Claims were entitled to subscribe for up to 20% of the Successor Company Common Stock being offered under the Rights Offering for an aggregate subscription price of $100,000.
 
·                   The amendment and restatement of the $253 Million Term Loan Facility and the $100 Million Term Loan Facility as of the Effective Date, with extended maturities, a financial covenant holiday and certain other amendments, as discussed further in Note 9 - Debt.
 
·                   The cancellation of the common stock of the Predecessor Company as of the Effective Date, with the holders thereof receiving warrants to acquire shares of the Successor Company Common Stock. Each of the Successor Company’s Equity Warrants is exercisable for one share of the Successor Company’s Common Stock, and holders received an aggregate of 3,938,298 of the Successor Company’s Equity Warrants for the common stock of the Predecessor Company. The Successor Company’s Equity Warrants in the aggregate are exercisable for approximately 6% of the Successor Company Common Stock (subject to dilution).
 
·                   Reinstatement, non-impairment or payment in full in the ordinary course of business during the pendency of the Chapter 11 Cases of all Allowed General Unsecured Claims, including Allowed Claims of trade vendors, suppliers, customers and charterers, per the approval by the Bankruptcy Court.
 
·                   The non-impairment of all other General Unsecured Claims under Section 1124 of the Bankruptcy Code.
 
·                   The establishment of the Genco Shipping & Trading Limited 2014 Management Incentive Plan (the “MIP”), which provides for the distribution of the Successor Company’s MIP Primary Equity in the form of shares representing 1.8% of the Successor Company’s Common Stock and three tiers of the Successor Company’s MIP Warrants (“MIP Warrants”) with staggered strike prices based on increasing equity values to the participating officers, directors, and other management of the Successor Company. These awards were made on August 7, 2014.  Refer to Note 22 — Stock-Based Compensation.
 
Registration Rights Agreement
 
On the Effective Date, the Successor Company and the Registration Rights Parties entered into the Registration Rights Agreement. The Registration Rights Agreement provided the Registration Rights Parties who receive 10% or more of the Successor Company’s Common Stock under the Plan with demand and piggyback registration rights. All other Registration Rights Parties have piggyback registration rights only.
 
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Reorganization Value
 
The Plan as confirmed by the Bankruptcy Court estimated the reorganization value of the Debtors to be $1.23 billion. This reorganization value was determined by, among other things, vessel appraisals and other valuation methodologies as well as the Debtors’ equity interests in Baltic Trading and Jinhui Shipping, $100,000 of cash invested through the Rights Offering and approximately $250,000 of debt projected to be on the balance sheet of the Debtors. It also assumed that The Debtors would issue approximately 61.7 million primary shares of New Genco Common Stock valued at $20.00 per share (prior to dilution) in order to satisfy claims pursuant to the Plan.
 
The foregoing estimates of the post-confirmation equity value of the Debtors and the share price of New Genco Common Stock were based on a number of assumptions, including no material adverse changes in the spot rate market, no further ship arrests, the continuing employment of the Debtors’ vessels, the continuing service revenue from Baltic Trading and MEP, the Rights Offering, and other assumptions. Such valuation assumptions are not a prediction or reflection of postconfirmation trading prices of the Debtors’ common stock. Such securities may trade at substantially lower or higher prices because of a number of factors. The trading prices of securities issued under a plan of reorganization are subject to many unforeseen circumstances and therefore cannot be predicted.
 
Successor Company Equity Warrant Agreement
 
On the Effective Date, pursuant to the Plan, the Successor Company’s Equity Warrants totaling 3,938,298 were issued pursuant to the terms of the Successor Company’s Equity Warrant Agreement (the “Equity Warrants”). Each of the Equity Warrants has a 7-year term (commencing on the day following the Effective Date) and are exercisable for one share of the Successor Company’s Common Stock. The Equity Warrants are exercisable on a cashless basis at an exercise price of $20.99 per share. The Successor Company’s Equity Warrant Agreement contains customary anti-dilution adjustments in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transaction.
 
The Equity Warrants were distributed to holders of the common stock of the Predecessor Company, which was cancelled as of the Effective Date. Shares of common stock of the Predecessor Company issued to directors, officers and employees of Genco under compensatory plans that were unvested as of the Effective Date were deemed vested automatically on the Effective Date, so that all Equity Warrants received in exchange were therefore deemed vested.  Refer to Note 22 — Stock-Based Compensation for further information.
 
Financial Statement Presentation
 
Upon the Company’s emergence from the Chapter 11 Cases on July 9, 2014, the Company adopted fresh-start accounting in accordance with provisions of ASC 852, Reorganizations (“ASC 852”).  Upon adoption of fresh-start accounting, the Company’s assets and liabilities were recorded at their value as of the fresh-start reporting date.  The fair values of the Company’s assets and liabilities in conformance with ASC 805, Business Combinations, as of that date differed materially from the recorded values of its assets and liabilities as reflected in its historical consolidated financial statements.  In addition, the Company’s adoption of fresh-start accounting may materially affect its results of operations following the fresh-start reporting dates, as the Company will have a new basis in its assets and liabilities.  Consequently, the Company’s historical financial statements may not be reliable indicators of its financial condition and results of operations for any period after it adopted fresh-start accounting.  As a result of the adoption of fresh-start reporting, the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations subsequent to July 9, 2014 will not be comparable in many respects to our condensed consolidated balance sheets and condensed consolidated statements of operations prior to July 9, 2014.
 
Under ASC 852, fresh-start accounting is required upon emergence from Chapter 11 if (i) the value of the assets of the emerging entity immediately before the date of confirmation is less than the total of all post-petition liabilities and allowed claims; and (ii) holders of existing voting shares immediately before confirmation receive less than 50% of the voting shares of the emerging entity.  Accordingly, the Company qualified for and adopted fresh-start accounting as of the Effective Date. Adopting fresh-start accounting results in a new reporting entity with no beginning retained earnings or deficit. The cancellation of all existing shares outstanding on the Effective Date and issuance of new shares of the reorganized entity caused a related change of control of the Company under ASC 852.
 
The following fresh-start balance sheet illustrates the financial effects on the Company of the implementation of the Plan and the adoption of fresh-start reporting.  This fresh-start balance sheet reflects the effect of the completion of the transactions included in the Plan, including the issuance of equity and the settlement of old indebtedness.
 
The effects of the Plan and fresh-start reporting on the Company’s condensed consolidated balance sheet are as follows:
 
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 	 	Fresh-Start Adjustments	 	
 	 	Predecessor 
 July 9, 
 2014	 	Debt Discharge
and Equity
Issuance (a)	 	Reinstatement of
Liabilities (b)	 	Revaluation of
Assets and
Liabilities (c)	 	Successor 
 July 9, 
 2014	 	
Assets	 	 	 	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	48,551	 	$	87,526	 	$	—	 	$	—	 	$	136,077	 	
Restricted cash	 	9,975	 	—	 	—	 	—	 	9,975	 	
Due from charterers, net	 	13,194	 	—	 	—	 	—	 	13,194	 	
Prepaid expenses and other current assets	 	30,800	 	—	 	—	 	(41	)	30,759	 	
Time charters acquired	 	—	 	—	 	—	 	450	 	450	 	
Total current assets	 	102,520	 	87,526	 	—	 	409	 	190,455	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Noncurrent assets:	 	 	 	 	 	 	 	 	 	 	 	
Vessels, net	 	2,604,731	 	—	 	—	 	(1,065,882	)	1,538,849	 	
Deposits on vessels	 	28,658	 	—	 	—	 	2,317	 	30,975	 	
Deferred drydock, net	 	16,584	 	—	 	—	 	(16,396	)	188	 	
Deferred financing costs, net	 	18,953	 	(11,893	)	—	 	—	 	7,060	 	
Fixed assets, net	 	4,053	 	—	 	—	 	(3,443	)	610	 	
Other noncurrent assets	 	514	 	—	 	—	 	—	 	514	 	
Restricted cash	 	300	 	—	 	—	 	—	 	300	 	
Investments	 	51,804	 	—	 	—	 	—	 	51,804	 	
Goodwill	 	—	 	—	 	—	 	166,067	 	166,067	 	
Total noncurrent assets	 	2,725,597	 	(11,893	)	—	 	(917,337	)	1,796,367	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	2,828,117	 	$	75,633	 	$	—	 	$	(916,928	)	$	1,986,822	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Liabilities and Equity	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities not subject to compromise:	 	 	 	 	 	 	 	 	 	 	 	
Accounts payable and accrued expenses	 	$	60,333	 	$	(1,086	)	$	6,478	 	$	—	 	$	65,725	 	
Current portion of long-term debt	 	4,250	 	—	 	27,992	 	—	 	32,242	 	
Deferred revenue	 	997	 	—	 	—	 	—	 	997	 	
Time charters acquired	 	16	 	—	 	—	 	(16	)	—	 	
Total current liabilities not subject to compromise	 	65,596	 	(1,086	)	34,470	 	(16	)	98,964	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Noncurrent liabilities not subject to compromise:	 	 	 	 	 	 	 	 	 	 	 	
Long-term lease obligations	 	2,670	 	—	 	—	 	(2,670	)	—	 	
Long-term debt	 	161,500	 	—	 	214,289	 	—	 	375,789	 	
Total noncurrent liabilities not subject to compromises	 	164,170	 	—	 	214,289	 	(2,670	)	375,789	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities subject to compromise	 	1,443,446	 	(1,194,687	)	(248,759	)	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities	 	1,673,212	 	(1,195,773	)	—	 	(2,686	)	474,753	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Equity:	 	 	 	 	 	 	 	 	 	 	 	
Genco Shipping & Trading Limited shareholders’ equity:	 	 	 	 	 	 	 	 	 	 	 	
Predecessor Common stock	 	445	 	(445	)	—	 	—	 	—	 	
Predecessor Additional paid-in capital	 	849,130	 	(849,130	)	—	 	—	 	—	 	
Successor Common stock	 	—	 	603	 	—	 	—	 	603	 	
Successor Additional paid-in capital	 	—	 	1,232,397	 	—	 	—	 	1,232,397	 	
Accumulated other comprehensive income	 	30,357	 	4,574	 	—	 	(34,931	)	—	 	
Retained (deficit) earnings	 	(57,463	)	936,774	 	—	 	(879,311	)	—	 	
Total Genco Shipping & Trading Limited shareholders’ equity	 	822,469	 	1,324,773	 	—	 	(914,242	)	1,233,000	 	
Noncontrolling interest	 	332,436	 	(53,367	)	—	 	—	 	279,069	 	
Total equity	 	1,154,905	 	1,271,406	 	—	 	(914,242	)	1,512,069	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities and equity	 	$	2,828,117	 	$	75,633	 	$	—	 	$	(916,928	)	$	1,986,822	 	
 
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(a)          Debt Discharge and Equity Issuance — This column reflects the following adjustments pursuant to the Plan:
 
·                   The discharge of the outstanding debt under the 2007 Credit Facility of $1,055,912.
 
·                   The discharge of the long-term interest payable due pursuant to the 2007 Credit Facility of $13,199.
 
·                   The discharge of the 2010 Notes liability of $117,473 and the bond coupon interest of $1,105.
 
·                   Receipt of the $100,000 rights offering pursuant to the Plan.
 
·                   The payment of interest expense accrued up until the Effective Date of $1,772, $59 and $156 for the 2007 Credit Facility, the $100 Million Term Loan Facility and the $253 Million Term Loan Facility, respectively.
 
·                   The paydown on the Effective Date of $1,923 and $5,075 for the $100 Million Term Loan Facility and $253 Million Term Loan Facility, respectively, which were due on the Effective Date as they were not paid during the pendency of the Chapter 11 Cases.
 
·                   The adjustment of net unamortized deferred financing fees of $15,383 for the 2007 Credit Facility, the 2010 Notes as well as the $100 Million and $253 Million Term Loan Facilities prior to the amendments and restatements as per the Plan.
 
·                   The payment of deferred financing fees of $3,490 for the Amended and Restated $100 Million and $253 Million Term Loan Facilities.
 
·                   Adjustment of equity of $1,271,406 to adjust for the cancellation of the old equity of the Predecessor Company and the issuance of the new equity for the Successor Company.
 
(b)          Reinstatement of Liabilities — This column reflects the reinstatement of the remaining Liabilities subject to compromise for the Predecessor Company which were not already adjusted in the Debt Discharge and Equity Issuance column.  It includes the following adjustments:
 
·                   The reclassification of the debt outstanding under the Amended and Restated $100 Million Term Loan Facility.  This includes $7,692 of current long-term debt and $63,946 of long-term debt.
 
·                   The reclassification of the debt outstanding under the Amended and Restated $253 Million Term Loan Facility.  This includes $20,300 of current long-term debt and $150,343 of long-term debt.
 
·                   The reinstatement of $5,622 related to the termination of the interest rate swap agreement with DnB Nor.
 
·                   The reinstatement of the $815 lease obligation.
 
·                   The reinstatement of $41 of pre-petition accounts payable due to vendors in the United States.
 
(c)           Revaluation of Assets and Liabilities — Fresh-start accounting adjustments are made to reflect asset values at their estimated fair value, including:
 
·                   Adjustment of $179 to prepaid amounts for the Predecessor Company.
 
·                   Adjustment to reflect the fair value of time charters acquired of $434.
 
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·                   Adjustment of $1,083,404 to reflect the fair value of vessel assets, vessel deposits, drydocking assets and other fixed assets as of the Effective Date.
 
·                   Adjustment of $2,670 to reflect the fair value of the Company’s current lease agreement which was previously recorded as long-term lease obligations.  As of the Effective Date, the lease agreement has been valued at below market, therefore we have recorded in Prepaid expenses and other current assets an asset of $138 which will be amortized over the remaining life of the lease agreement.
 
·                   An adjustment of $166,067 to reflect the reorganization value of the Successor Company in excess of the fair value of assets, net of liabilities.
 
Other General Information
 
Below is the list of GS&T’s wholly owned ship-owning subsidiaries as of September 30, 2014:

Wholly Owned Subsidiaries	 	Vessel Acquired	 	Dwt	 	Delivery Date	 	Year Built	 	
 	 	 	 	 	 	 	 	 	 	
Genco Reliance Limited	 	Genco Reliance	 	29,952	 	12/6/04	 	1999	 	
Genco Vigour Limited	 	Genco Vigour	 	73,941	 	12/15/04	 	1999	 	
Genco Explorer Limited	 	Genco Explorer	 	29,952	 	12/17/04	 	1999	 	
Genco Carrier Limited	 	Genco Carrier	 	47,180	 	12/28/04	 	1998	 	
Genco Sugar Limited	 	Genco Sugar	 	29,952	 	12/30/04	 	1998	 	
Genco Pioneer Limited	 	Genco Pioneer	 	29,952	 	1/4/05	 	1999	 	
Genco Progress Limited	 	Genco Progress	 	29,952	 	1/12/05	 	1999	 	
Genco Wisdom Limited	 	Genco Wisdom	 	47,180	 	1/13/05	 	1997	 	
Genco Success Limited	 	Genco Success	 	47,186	 	1/31/05	 	1997	 	
Genco Beauty Limited	 	Genco Beauty	 	73,941	 	2/7/05	 	1999	 	
Genco Knight Limited	 	Genco Knight	 	73,941	 	2/16/05	 	1999	 	
Genco Leader Limited	 	Genco Leader	 	73,941	 	2/16/05	 	1999	 	
Genco Marine Limited	 	Genco Marine	 	45,222	 	3/29/05	 	1996	 	
Genco Prosperity Limited	 	Genco Prosperity	 	47,180	 	4/4/05	 	1997	 	
Genco Muse Limited	 	Genco Muse	 	48,913	 	10/14/05	 	2001	 	
Genco Acheron Limited	 	Genco Acheron	 	72,495	 	11/7/06	 	1999	 	
Genco Surprise Limited	 	Genco Surprise	 	72,495	 	11/17/06	 	1998	 	
Genco Augustus Limited	 	Genco Augustus	 	180,151	 	8/17/07	 	2007	 	
Genco Tiberius Limited	 	Genco Tiberius	 	175,874	 	8/28/07	 	2007	 	
Genco London Limited	 	Genco London	 	177,833	 	9/28/07	 	2007	 	
Genco Titus Limited	 	Genco Titus	 	177,729	 	11/15/07	 	2007	 	
Genco Challenger Limited	 	Genco Challenger	 	28,428	 	12/14/07	 	2003	 	
Genco Charger Limited	 	Genco Charger	 	28,398	 	12/14/07	 	2005	 	
Genco Warrior Limited	 	Genco Warrior	 	55,435	 	12/17/07	 	2005	 	
Genco Predator Limited	 	Genco Predator	 	55,407	 	12/20/07	 	2005	 	
Genco Hunter Limited	 	Genco Hunter	 	58,729	 	12/20/07	 	2007	 	
Genco Champion Limited	 	Genco Champion	 	28,445	 	1/2/08	 	2006	 	
Genco Constantine Limited	 	Genco Constantine	 	180,183	 	2/21/08	 	2008	 	
Genco Raptor LLC	 	Genco Raptor	 	76,499	 	6/23/08	 	2007	 	
Genco Cavalier LLC	 	Genco Cavalier	 	53,617	 	7/17/08	 	2007	 	
Genco Thunder LLC	 	Genco Thunder	 	76,588	 	9/25/08	 	2007	 	
Genco Hadrian Limited	 	Genco Hadrian	 	169,694	 	12/29/08	 	2008	 	
Genco Commodus Limited	 	Genco Commodus	 	169,025	 	7/22/09	 	2009	 	
Genco Maximus Limited	 	Genco Maximus	 	169,025	 	9/18/09	 	2009	 	
Genco Claudius Limited	 	Genco Claudius	 	169,025	 	12/30/09	 	2010	 	
Genco Bay Limited	 	Genco Bay	 	34,296	 	8/24/10	 	2010	 	
Genco Ocean Limited	 	Genco Ocean	 	34,409	 	7/26/10	 	2010	 	
Genco Avra Limited	 	Genco Avra	 	34,391	 	5/12/11	 	2011	 	
Genco Mare Limited	 	Genco Mare	 	34,428	 	7/20/11	 	2011	 	
Genco Spirit Limited	 	Genco Spirit	 	34,432	 	11/10/11	 	2011	 	
Genco Aquitaine Limited	 	Genco Aquitaine	 	57,981	 	8/18/10	 	2009	 	
Genco Ardennes Limited	 	Genco Ardennes	 	57,981	 	8/31/10	 	2009	 	
Genco Auvergne Limited	 	Genco Auvergne	 	57,981	 	8/16/10	 	2009	 	
Genco Bourgogne Limited	 	Genco Bourgogne	 	57,981	 	8/24/10	 	2010	 	
Genco Brittany Limited	 	Genco Brittany	 	57,981	 	9/23/10	 	2010	 	
Genco Languedoc Limited	 	Genco Languedoc	 	57,981	 	9/29/10	 	2010	 	
Genco Loire Limited	 	Genco Loire	 	53,416	 	8/4/10	 	2009	 	
Genco Lorraine Limited	 	Genco Lorraine	 	53,416	 	7/29/10	 	2009	 	
Genco Normandy Limited	 	Genco Normandy	 	53,596	 	8/10/10	 	2007	 	
Genco Picardy Limited	 	Genco Picardy	 	55,257	 	8/16/10	 	2005	 	
Genco Provence Limited	 	Genco Provence	 	55,317	 	8/23/10	 	2004	 	
Genco Pyrenees Limited	 	Genco Pyrenees	 	57,981	 	8/10/10	 	2010	 	
Genco Rhone Limited	 	Genco Rhone	 	58,018	 	3/29/11	 	2011	 	
 
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Baltic Trading Limited (“Baltic Trading”) was a wholly-owned indirect subsidiary of GS&T until Baltic Trading completed its initial public offering, or IPO, on March 15, 2010.  As of September 30, 2014 and December 31, 2013, Genco Investments LLC owned 6,356,471 shares of Baltic Trading’s Class B Stock, which represented an 11.04% and 11.05% ownership interest in Baltic Trading, respectively, and 65.06% and 65.08% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock, respectively.  Additionally, pursuant to the subscription agreement between Genco Investments LLC and Baltic Trading, for so long as GS&T directly or indirectly holds at least 10% of the aggregate number of outstanding shares of Baltic Trading’s common stock and Class B stock, Genco Investments LLC will be entitled to receive an additional number of shares of Baltic Trading’s Class B stock equal to 2% of the number of common shares issued in the future, other than shares issued under Baltic Trading’s Equity Incentive Plans.
 
Below is the list of Baltic Trading’s wholly owned ship-owning subsidiaries as of September 30, 2014:

Baltic Trading’s Wholly Owned
Subsidiaries	 	Vessel Acquired	 	Dwt	 	Delivery Date	 	Year
Built	 	
 	 	 	 	 	 	 	 	 	 	
Baltic Leopard Limited	 	Baltic Leopard	 	53,447	 	4/8/10	 	2009	 	
Baltic Panther Limited	 	Baltic Panther	 	53,351	 	4/29/10	 	2009	 	
Baltic Cougar Limited	 	Baltic Cougar	 	53,432	 	5/28/10	 	2009	 	
Baltic Jaguar Limited	 	Baltic Jaguar	 	53,474	 	5/14/10	 	2009	 	
Baltic Bear Limited	 	Baltic Bear	 	177,717	 	5/14/10	 	2010	 	
Baltic Wolf Limited	 	Baltic Wolf	 	177,752	 	10/14/10	 	2010	 	
Baltic Wind Limited	 	Baltic Wind	 	34,409	 	8/4/10	 	2009	 	
Baltic Cove Limited	 	Baltic Cove	 	34,403	 	8/23/10	 	2010	 	
Baltic Breeze Limited	 	Baltic Breeze	 	34,386	 	10/12/10	 	2010	 	
Baltic Fox Limited	 	Baltic Fox	 	31,883	 	9/6/13	 	2010	 	
Baltic Hare Limited	 	Baltic Hare	 	31,887	 	9/5/13	 	2009	 	
Baltic Lion Limited	 	Baltic Lion	 	179,185	 	12/27/13	 	2012	 	
Baltic Tiger Limited	 	Baltic Tiger	 	179,185	 	11/26/13	 	2011	 	
Baltic Hornet Limited	 	Baltic Hornet	 	63,574	 	10/29/14	 	2014	 	
Baltic Wasp Limited	 	Baltic Wasp	 	64,000	 	Q4 2014 (1)	 	2014 (1)	 	
Baltic Scorpion Limited	 	Baltic Scorpion	 	64,000	 	Q2 2015 (1)	 	2015 (1)	 	
Baltic Mantis Limited	 	Baltic Mantis	 	64,000	 	Q3 2015 (1)	 	2015 (1)	 	

(1)          Built dates and delivery dates for vessels being delivered in the future are estimates based on the guidance received from the sellers and the respective shipyards.
 
The Company provides technical services for drybulk vessels purchased by Maritime Equity Partners LLC (“MEP”).  Peter C. Georgiopoulos, Chairman of the Board of Directors of GS&T, controls and has a minority interest in MEP.  These services include oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but do not include chartering services.  The services are provided for a fee of $750 per ship per day plus reimbursement of out-of-pocket costs and were provided for an initial term of one year.  MEP has the right to cancel provision of services on 60 days’ notice with payment of a one-year termination fee upon a change in control of the Company.  The Company may terminate provision of the services at any time on 60 days’ notice.
 
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2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of consolidation
 
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which include the accounts of GS&T, its wholly-owned subsidiaries and Baltic Trading, a subsidiary in which the Company owns a majority of the voting interests and exercises control.  All intercompany accounts and transactions have been eliminated in consolidation.
 
Basis of presentation
 
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”).  In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2013 (the “2013 10-K”).  The results of operations for the periods January 1, 2014 through July 9, 2014 for the Predecessor Company and July 9, 2014 through September 30, 2014 for the Successor Company are not necessarily indicative of the operating results to be expected for the year ending December 31, 2014.
 
Vessels, net
 
Vessels, net is stated at cost less accumulated depreciation. Included in vessel costs are acquisition costs directly attributable to the acquisition of a vessel and expenditures made to prepare the vessel for its initial voyage. The Company also capitalizes interest costs for a vessel under construction as a cost which is directly attributable to the acquisition of a vessel. Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from the date of initial delivery from the shipyard. Depreciation expense for vessels for the period from July 9 to September 30, 2014 for the Successor Company was $17,221. Depreciation expense for vessels for the period from July 1 to July 9, 2014 and from January 1 to July 9, 2014 for the Predecessor Company was $3,039 and $71,756, respectively.  Depreciation expense for vessels for the three and nine months ended September 30, 2013 for the Predecessor Company was $33,591 and $99,432, respectively.
 
Depreciation expense is calculated based on cost less the estimated residual scrap value. The costs of significant replacements, renewals and betterments are capitalized and depreciated over the shorter of the vessel’s remaining estimated useful life or the estimated life of the renewal or betterment. Undepreciated cost of any asset component being replaced that was acquired after the initial vessel purchase is written off as a component of vessel operating expense. Expenditures for routine maintenance and repairs are expensed as incurred. Scrap value is estimated by the Company by taking the cost of steel times the weight of the ship noted in lightweight tons (lwt).  Effective July 9, 2014, on the Effective Date, the Company increased the estimated scrap value of the vessels from $245 per lwt to $310 per lwt prospectively based on the 15-year average scrap value of steel.  The change in the estimated scrap value will result in a decrease in depreciation expense over the remaining life of the vessel assets.  During the period from July 9 to September 30, 2014, the increase in the estimated scrap value resulted in a decrease in depreciation expense of $735 for the Successor Company. The decrease in depreciation expense resulted in a $0.02 change to the basic and diluted net loss per share during the period from July 9 to September 30, 2014.  The basic and diluted net loss per share would have been ($0.32) per share if there was no change in the estimated scrap value.
 
Deferred revenue
 
Deferred revenue includes cash received from charterers prior to it being earned. These amounts are recognized as voyage revenue when earned. Additionally, deferred revenue includes estimated customer claims mainly due to time charter performance issues. As of September 30, 2014 and December 31, 2013, the Company had an accrual of $587 and $536, respectively, related to these estimated customer claims.
 
Voyage expense recognition
 
In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. These differences in bunkers related in a net (gain) loss of ($36) during the period from July 9 to September 30, 2014 for the Successor Company. During the period from July 1 to July 9, 2014 and from January 1 to July 9, 2014, the Predecessor Company recorded net (gains) losses of ($3) and ($252), respectively.  During the three and nine months ended September 30, 2013, the Predecessor Company recorded net (gains) losses of
 
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$296 and ($47), respectively.  Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.
 
Noncontrolling interest
 
Net loss attributable to noncontrolling interest during the periods from July 9 to September 30, 2014 for the Successor Company was $4,272.  Net loss attributable to noncontrolling interest during the period from July 1 to July 9, 2014 and from January 1 to July 9, 2014 for the Predecessor Company was $568 and $8,734. Lastly, net loss attributable to noncontrolling interest during the three and nine months ended September 30, 2013 for the Predecessor Company was $1,942 and $9,300, respectively.  The aforementioned amounts reflect the noncontrolling interest’s share of the net loss of Baltic Trading, a subsidiary of the Company, which owns and employs drybulk vessels in the spot market, in vessel pools or on spot market-related time charters.  The spot market represents immediate chartering of a vessel, usually for single voyages.  At September 30, 2014, the noncontrolling interest held an 88.96% economic interest in Baltic Trading while only holding 34.94% of the voting power.  At December 31, 2013, the noncontrolling interest held an 88.95% economic interest in Baltic Trading while only holding 34.92% of the voting power.
 
Income taxes
 
Pursuant to certain agreements, GS&T technically and commercially manages vessels for Baltic Trading, as well as provides technical management of vessels for MEP in exchange for specified fees for these services provided.  These services are performed by Genco Management (USA) Limited (“Genco (USA)”), which has elected to be taxed as a corporation for United States federal income tax purposes.  As such, Genco (USA) is subject to United States federal income tax on its worldwide net income, including the net income derived from providing these services. Genco (USA) has entered into a cost-sharing agreement with the Company and Genco Ship Management LLC, collectively Manco, pursuant to which Genco (USA) agrees to reimburse Manco for the costs incurred by Genco (USA) for the use of Manco’s personnel and services in connection with the provision of the services for both Baltic Trading and MEP’s vessels.
 
Total revenue earned for these services by the Successor Company during the period from July 9 to September 30, 2014 was $1,692, of which $936 eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $847 associated with these activities for the period from July 9 to September 30, 2014.  This resulted in estimated tax expense of $381 for the Successor Company for the period from July 9 to September 30, 2014.
 
Total revenue earned for these services by the Predecessor Company during the period from July 1 to July 9, 2014 and for the period from January 1 to July 9, 2014 was $160 and $3,857, respectively, of which $89 and $2,156, respectively, were eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $73 associated with these activities for the period from July 1 to July 9, 2014. This resulted in estimated income tax expense of $36 for the period from July 1 to July 9, 2014. After allocation of certain expenses, there was taxable income of $1,723 associated with these activities for the period from January 1 to July 9, 2014. This resulted in income tax expense of $776 for the period from January 1 to July 9, 2014.
 
Total revenue earned for these services by the Predecessor Company during the three and nine months ended September 30, 2013 was $2,010 and $5,015, respectively, of which $772 and $2,148, respectively, were eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $1,045 associated with these activities for the three months ended September 30, 2013. This resulted in estimated income tax expense of $471 for the three month period ended September 30, 2013. After allocation of certain expenses, there was taxable income of $2,262 associated with these activities for the nine months ended September 30, 2013. This resulted in income tax expense of $975 for the nine months ended September 30, 2013.
 
Baltic Trading is subject to income tax on its United States source income.  During the period from July 9 to September 30, 2014, Baltic Trading had United States operations which resulted in United States source income of $588.  Baltic Trading’s estimated United States income tax expense for the period from July 9 to September 30, 2014 was $12.
 
During the period from July 1 to July 9, 2014 and for the period from January 1 to July 9, 2014, Baltic Trading had United States operations which resulted in United States source income of $101 and $1,930, respectively. Baltic Trading’s United States income tax expense for the period from July 1 to July 9, 2014 and for the period from January 1 to July 9, 2014 was $2 and $39, respectively.
 
During the three and nine months ended September 30, 2013, Baltic Trading had United States operations which resulted in United States source income of $420 and $1,059, respectively. Baltic Trading’s United States income tax expense for the three and nine months ended September 30, 2013 was $8 and $22, respectively.
 
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Other operating income
 
During the period from July 9 to September 30, 2014, the Successor Company recorded other operating income of $296.  Other operating income consisted of $296 related to the third installment which was due on December 30, 2012 from Samsun Logix Corporation (“Samsun”) pursuant to the rehabilitation plan which was approved by the South Korean courts. Refer to Note 21 —Commitments and Contingencies for further information regarding the bankruptcy settlements with Samsun.
 
Stock-based Compensation
 
The Company follows ASC Subtopic 718-10, Compensation — Stock Compensation (“ASC 718-10”), for nonvested stock issued under its equity incentive plans.  Stock-based compensation costs from nonvested stock have been classified as a component of additional paid-in capital.
 
Recent accounting pronouncements
 
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, and shall be applied either retrospectively to each period presented or as a cumulative effect adjustment as of the date of adoption. The Company is evaluating the potential impact of this adoption on its condensed consolidated financial statements.
 
3 - SEGMENT INFORMATION
 
The Company determines its operating segments based on the information utilized by the chief operating decision maker to assess performance.  Based on this information, the Company has two reportable operating segments, GS&T and Baltic Trading.  Both GS&T and Baltic Trading are engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels.  GS&T seeks to deploy its vessels on time charters, spot market-related time charters or in vessel pools trading in the spot market and Baltic Trading seeks to deploy its vessel charters in the spot market, which represents immediate chartering of a vessel, usually for single voyages, or employing vessels on spot market-related time charters or in vessel pools.  Segment results are evaluated based on net (loss) income.  The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company’s condensed consolidated financial statements.  As a result of the adoption of fresh-start accounting on the Effective Date, the cost basis for certain of Baltic Trading’s assets were revalued and are reflected in the Baltic Trading balances in the segment information reported below.
 
The following table presents a reconciliation of total voyage revenue from external (third party) customers for the Company’s two operating segments to total consolidated voyage revenue from external customers for the Successor Company for the period from July 9 to September 30, 2014 and for the Predecessor Company for the period from July 1 to July 9, 2014, January 1 to July 9, 2014 and for the three and nine months ended September 30, 2013.

 	 	Successor	 	Predecessor	 	
 	 	Period from July 9
to September 30, 
 2014	 	Period from July 1
to July 9, 2014	 	Three Months 
 Ended 
 September 30, 
 2013	 	
Voyage revenue from external customers	 	 	 	 	 	 	 	
GS&T	 	$	34,699	 	$	3,240	 	$	49,503	 	
Baltic Trading	 	9,244	 	794	 	9,102	 	
Total operating segments	 	43,943	 	4,034	 	58,605	 	
Eliminating revenue	 	—	 	—	 	—	 	
Total consolidated voyage revenue from external customers	 	$	43,943	 	$	4,034	 	$	58,605	 	
 
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 	 	Successor	 	Predecessor	 	
 	 	Period from July 9
to September 30, 
 2014	 	Period from
January 1 to July 9,
2014	 	Nine Months 
 Ended 
 September 30, 
 2013	 	
Voyage revenue from external customers	 	 	 	 	 	 	 	
GS&T	 	$	34,699	 	$	94,171	 	$	121,755	 	
Baltic Trading	 	9,244	 	24,588	 	21,467	 	
Total operating segments	 	43,943	 	118,759	 	143,222	 	
Eliminating revenue	 	—	 	—	 	—	 	
Total consolidated voyage revenue from external customers	 	$	43,943	 	$	118,759	 	$	143,222	 	
 
The following table presents a reconciliation of total intersegment revenue, which eliminates upon consolidation, for the Company’s two operating segments for the Successor Company for the period from July 9 to September 30, 2014 and for the Predecessor Company for the period from July 1 to July 9, 2014, January 1 to July 9, 2014 and for the three and nine months ended September 30, 2013.  The intersegment revenue noted in the following table represents revenue earned by GS&T pursuant to the management agreement entered into with Baltic Trading, which includes commercial service fees, technical service fees and sale and purchase fees, if any.

 	 	Successor	 	Predecessor	 	
 	 	Period from July 9
to September 30, 
 2014	 	Period from July 1
to July 9, 2014	 	Three Months 
 Ended 
 September 30, 
 2013	 	
Intersegment revenue	 	 	 	 	 	 	 	
GS&T	 	$	936	 	$	89	 	$	1,187	 	
Baltic Trading	 	—	 	—	 	—	 	
Total operating segments	 	936	 	89	 	1,187	 	
Eliminating revenue	 	(936	)	(89	)	(1,187	)	
Total consolidated intersegment revenue	 	$	—	 	$	—	 	$	—	 	

 	 	Successor	 	Predecessor	 	
 	 	Period from July 9
to September 30, 
 2014	 	Period from
January 1 to July 9,
2014	 	Nine Months 
 Ended 
 September 30, 
 2013	 	
Intersegment revenue	 	 	 	 	 	 	 	
GS&T	 	$	936	 	$	2,156	 	$	2,563	 	
Baltic Trading	 	—	 	—	 	—	 	
Total operating segments	 	936	 	2,156	 	2,563	 	
Eliminating revenue	 	(936	)	(2,156	)	(2,563	)	
Total consolidated intersegment revenue	 	$	—	 	$	—	 	$	—	 	
 
The following table presents a reconciliation of total net (loss) income for the Company’s two operating segments to total consolidated net (loss) income for the Successor Company for the period from July 9 to September 30, 2014 and for the Predecessor Company for the period from July 1 to July 9, 2014, January 1 to July 9, 2014 and for the three and nine months ended September 30, 2013. The eliminating net loss (income) noted in the following table consists of the elimination of intercompany transactions between GS&T and Baltic Trading, as well as dividends due to GS&T from Baltic Trading for its Class B shares of Baltic Trading.

 	 	Successor	 	Predecessor	 	
 	 	Period from July 9
to September 30, 
 2014	 	Period from July 1
to July 9, 2014	 	Three Months 
 Ended 
 September 30, 
 2013	 	
Net (loss) income	 	 	 	 	 	 	 	
GS&T	 	$	(18,823	)	$	976,569	 	$	(34,277	)	
Baltic Trading	 	(3,675	)	(84,223	)	(2,270	)	
Total operating segments	 	(22,498	)	892,346	 	(36,547	)	
Eliminating net loss (income)	 	64	 	(5	)	429	 	
Total consolidated net (loss) income	 	$	(22,562	)	$	892,351	 	$	(36,976	)	
 
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 	 	Successor	 	Predecessor	 	
 	 	Period from July 9
to September 30, 
 2014	 	Period from
January 1 to July 9,
2014	 	Nine Months 
 Ended 
 September 30, 
 2013	 	
Net (loss) income	 	 	 	 	 	 	 	
GS&T	 	$	(18,823	)	$	878,127	 	$	(125,422	)	
Baltic Trading	 	(3,675	)	(93,430	)	(11,979	)	
Total operating segments	 	(22,498	)	784,697	 	(137,401	)	
Eliminating net loss	 	64	 	140	 	465	 	
Total consolidated net (loss) income	 	$	(22,562	)	$	784,557	 	$	(137,866	)	
 
The following table presents a reconciliation of total assets for the Company’s two operating segments to total consolidated assets as of September 30, 2014 and December 31, 2013. The eliminating assets noted in the following table consist of the elimination of intercompany transactions resulting from the capitalization of fees paid to GS&T by Baltic Trading as vessel assets, including related accumulated depreciation, as well as the outstanding receivable balance due to GS&T from Baltic Trading as of September 30, 2014 and December 31, 2013.

 	 	Successor	 	Predecessor	 	
 	 	September 30, 
 2014	 	December 31,
2013	 	
Total assets	 	 	 	 	 	
GS&T	 	$	1,447,684	 	$	2,404,811	 	
Baltic Trading	 	478,951	 	557,367	 	
Total operating segments	 	1,926,635	 	2,962,178	 	
Eliminating assets	 	(36	)	(4,924	)	
Total consolidated assets	 	$	1,926,599	 	$	2,957,254	 	
 
4 - CASH FLOW INFORMATION
 
As of December 31, 2013, the Company had four interest rate swaps which are described and discussed in Note 11 — Interest Rate Swap Agreements. At December 31, 2013, the four swaps were in a liability position of $6,975, all of which was classified within current liabilities.
 
For the period from January 1 to July 9, 2014, the Predecessor Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $53 for the purchase of vessels, including deposits and $20 for the purchase of other fixed assets.  Additionally, for the period from January 1 to July 9, 2014, the Predecessor Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $456 associated with deferred financing fees.
 
Of the $35,232 of professional fees and trustee fees recognized in Reorganization items, net for the period from January 1 to July 9, 2014 by the Predecessor Company (refer to Note 20), $2,703 was paid through July 9, 2014 and $32,529 is included in accounts payable and accrued expenses as of July 9, 2014.
 
For the period from July 9 to September 30, 2014, the Successor Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $34 for the purchase of vessels, including deposits and $92 for the purchase of other fixed assets.
 
Professional fees and trustee fees in the amount of $1,167 were recognized in Reorganization items, net for the period from July 9 to September 30, 2014 by the Successor Company (refer to Note 20).  During this period, $24,740 of professional fees and trustee fees were paid through September 30, 2014 and $8,955 is included in Accounts payable and accrued expenses as of September 30, 2014.
 
For the nine months ended September 30, 2013, the Predecessor Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $79 for the purchase of vessels and $200 for the purchase of other fixed assets. For the nine months ended September 30, 2013, the Predecessor Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $123 associated with deferred financing fees and $280 for the payment of common stock issuance costs by its subsidiary. For the nine months ended September 30, 2013, the Predecessor Company
 
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had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in current Interest payable consisting of $13,199 associated with deferred financing fees.
 
During the period from January 1 to July 9, 2014, the Predecessor Company made a reclassification of $984 from fixed assets to vessel assets for items that should be capitalized and depreciated over the remaining life of the respective vessels.
 
During the period from July 9 to September 30, 2014, cash paid by the Successor Company for interest, net of amounts capitalized, was $1,219.  During the period from January 1 to July 9, 2014 and during the nine months ended September 30, 2013, cash paid by the Predecessor Company for interest, net of amounts capitalized, and including bond coupon interest paid, was $40,209 and $58,043, respectively.
 
During the period from July 9 to September 30, 2014, cash paid by the Successor Company for estimated income taxes was $320.  During the period from January 1 to July 9, 2014 and during the nine months ended September 30, 2013, cash paid by the Predecessor Company for estimated income taxes was $1,495 and $775, respectively.
 
On August 7, 2014, the Company made grants of nonvested common stock pursuant to the MIP as approved by the Plan in the amount of 1,110,600 shares to the participating officers, directors and other management of the Successor Company.  The aggregate fair value of such nonvested stock was $22,212. Additionally, on August 7, 2014, the Company issued 8,557,461 of MIP Warrants to the participating officers directors and other management of the Successor Company.  The aggregate fair value of these awards upon emergence from bankruptcy was $54,436.
 
On April 9, 2014, Baltic Trading made grants of nonvested common stock in the amount of 36,345 shares to directors of Baltic Trading.  The aggregate fair value of such nonvested stock was $225.
 
On May 16, 2013, the Company made grants of nonvested common stock under the Genco Shipping & Trading Limited 2012 Equity Incentive Plan in the amount of 200,634 shares in the aggregate to directors of the Company.  The aggregate fair value of such nonvested stock was $315.  These nonvested shares were cancelled on the Effective Date and the holder received warrants to acquire shares of New Genco Common Stock.  Refer to Note 1 - General Information for information regarding the Chapter 11 Cases. The aggregate fair value of such nonvested stock was $315.  On May 16, 2013, Baltic Trading made grants of nonvested common stock in the amount of 59,680 shares to directors of Baltic Trading.  These shares vested on April 9, 2014.  The aggregate fair value of such nonvested stock was $225.
 
5 - VESSEL ACQUISITIONS
 
On July 2, 2013, Baltic Trading entered into agreements to purchase two Handysize drybulk vessels from subsidiaries of Clipper Group for an aggregate purchase price of $41,000. The Baltic Hare, a 2009-built Handysize vessel, was delivered on September 5, 2013 and the Baltic Fox, a 2010-built Handysize vessel, was delivered on September 6, 2013. Baltic Trading financed the vessel acquisitions with proceeds from its May 28, 2013 common stock offering and borrowings under its $22 Million Term Loan Facility entered into on August 30, 2013.
 
On October 31, 2013, Baltic Trading entered into agreements to purchase two Capesize drybulk vessels from affiliates of SK Shipping Co. Ltd. for an aggregate purchase price of $103,000. The Baltic Lion, a 2012-built Capesize vessel, was delivered on December 27, 2013, and the Baltic Tiger, a 2011-built Capesize vessel, was delivered on November 26, 2013. Baltic Trading financed the vessel acquisitions with cash on hand and borrowings under its $44 Million Term Loan Facility entered into on December 3, 2013.
 
On November 13, 2013, Baltic Trading entered into agreements to purchase up to four 64,000 dwt Ultramax newbuilding drybulk vessels from Yangfan Group Co., Ltd. for a purchase price of $28,000 per vessel, or up to $112,000 in the aggregate.  Baltic Trading agreed to purchase two such vessels, to be renamed the Baltic Hornet and Baltic Wasp, and obtained an option to purchase up to two additional such vessels for the same purchase price, which Baltic Trading exercised on January 8, 2014. These vessels are to be renamed the Baltic Mantis and the Baltic Scorpion. The purchases are subject to completion of customary additional documentation and closing conditions. The first of these vessels, the Baltic Hornet, was delivered to Baltic Trading on October 29, 2014.  The Baltic Wasp is expected to be delivered to Baltic Trading during the fourth quarter of 2014. The Baltic Scorpion and the Baltic Mantis are expected to be delivered to Baltic Trading during the second and third quarters of 2015, respectively. As of September 30, 2014 and December 31, 2013, deposits on vessels were $31,396 and $1,013, respectively.  Baltic Trading intends to use a combination of cash on hand, future cash flow from operations as well as debt or equity financing, including the 2014 Baltic Trading Term Loan Facilities as described in Note 9 — Debt, to fully finance the acquisition of these four Ultramax newbuilding drybulk vessels.
 
Refer to Note 1 — General Information for a listing of the vessel delivery dates for the vessels in the Company’s fleet and the estimated delivery dates for vessels that Baltic Trading has entered into agreements to purchase.
 
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Below market time charters, including those acquired during previous periods, were amortized as an increase to voyage revenue by the Predecessor Company in the amount of $2 and $68 during the period from July 1 to July 9, 2014 and January 1 to July 9, 2014, respectively, and $51 and $283 during the three and nine months ended September 30, 2013, respectively.  As part of fresh-start accounting, the remaining liability for below market time charters was expensed during the re-valuation of our liabilities, refer to “Financial Statement Presentation” section in Note 1 — General Information.
 
Additionally, as part of fresh-start accounting, an asset for above market time charters was recorded in Time charters acquired in the amount of $450 for the Genco Bourgogne, Genco Muse and Genco Spirit.  These above market time charters were amortized as a decrease to voyage revenue by the Successor Company in the amount of $434 during the period from July 9 to September 30, 2014.
 
Capitalized interest expense associated with the newbuilding contracts entered into by Baltic Trading as recorded by the Successor Company for the period from July 9 to September 30, 2014 was $208.  Capitalized interest expense associated with the newbuilding contracts entered into by Baltic Trading as recorded by the Predecessor Company for the periods from July 1 to July 9, 2014, January 1 to July 9, 2014, and for the three and nine months ended September 30, 2013 was $20, $295, $0 and $0, respectively.
 
6 - INVESTMENTS
 
The Company holds an investment in the capital stock of Jinhui Shipping and Transportation Limited (“Jinhui”) and Korea Line Corporation (“KLC”).  Jinhui is a drybulk shipping owner and operator focused on the Supramax segment of drybulk shipping.  KLC is a marine transportation service company which operates a fleet of carriers which includes carriers for iron ore, liquefied natural gas and tankers for oil and petroleum products.  These investments are designated as Available For Sale (“AFS”) and are reported at fair value, with unrealized gains and losses recorded in equity as a component of accumulated other comprehensive income (loss) (“AOCI”).  At September 30, 2014 and December 31, 2013, the Company held 16,335,100 shares of Jinhui capital stock which is recorded at its fair value of $38,384 and $77,488, respectively, based on the last closing price during each respective quarter on September 30, 2014 and December 30, 2013, respectively.  At September 30, 2014 and December 31, 2013, the Company held 3,355 shares of KLC stock which is recorded at its fair value of $79 and $82, respectively, based on the last closing price during each respective quarter on September 30, 2014 and December 30, 2013.
 
The Company reviews the investment in Jinhui and KLC for impairment on a quarterly basis.  There were no impairment charges recognized for the periods from January 1 to July 9, 2014, July 9 to September 30, 2014 or for the nine months ended September 30, 2013.
 
The unrealized gain (losses) on the Jinhui capital stock and KLC stock are a component of AOCI since these investments are designated as AFS securities.  As part of fresh-start reporting, the Company revised its cost basis for its investments in Jinhui and KLC based on their fair values on the Effective Date.
 
Refer to Note 12 — Accumulated Other Comprehensive Income (Loss) for a breakdown of the components of AOCI.
 
7 — NET (LOSS) EARNINGS PER COMMON SHARE
 
The computation of basic net (loss) earnings per share is based on the weighted-average number of common shares outstanding during the year. The computation of diluted net (loss) earnings per share assumes the vesting of nonvested stock awards (refer to Note 22 — Stock-Based Compensation), for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost attributable to future services and are not yet recognized using the treasury stock method, to the extent dilutive.  Of the 1,110,600 and 0 nonvested shares outstanding at September 30, 2014 and July 9, 2014 for the Successor Company and Predecessor Company, respectively (refer to Note 22 — Stock-Based Compensation), all are anti-dilutive.  The Successor Company’s diluted net (loss) earnings per share will also reflect the assumed conversion of the Equity Warrants and MIP Warrants issued by the Successor Company if the impact is dilutive under the treasury stock method.  The Predecessor Company’s diluted net (loss) earnings per share will also reflect the assumed conversion of the Company’s convertible debt if the impact is dilutive under the “if converted” method. The impact of the shares convertible under the Predecessor Company’s convertible notes is excluded from the computation of diluted earnings per share when the interest expense per common share obtainable upon conversion is greater than basic earnings per share.
 
The components of the denominator for the calculation of basic net (loss) earnings per share and diluted net (loss) earnings per share are as follows:
 
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 	 	Successor	 	Predecessor	 	
 	 	Period from 
 July 9 to
September 30,
2014	 	Period from
January 1 to
July 9, 
 2014	 	Three Months
Ended
September 30,
2013	 	
 	 	 	 	 	 	 	 	
Common shares outstanding, basic:	 	 	 	 	 	 	 	
Weighted-average common shares outstanding, basic	 	60,299,766	 	43,568,942	 	43,231,510	 	
 	 	 	 	 	 	 	 	
Common shares outstanding, diluted:	 	 	 	 	 	 	 	
Weighted-average common shares outstanding, basic	 	60,299,766	 	43,568,942	 	43,231,510	 	
 	 	 	 	 	 	 	 	
Dilutive effect of warrants	 	—	 	—	 	 	 	
 	 	 	 	 	 	 	 	
Dilutive effect of convertible notes	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	
Dilutive effect of restricted stock awards	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	
Weighted-average common shares outstanding, diluted	 	60,299,766	 	43,568,942	 	43,231,510	 	

 	 	Successor	 	Predecessor	 	
 	 	Period from 
 July 9 to
September 30,
2014	 	Period from
January 1 to
July 9, 
 2014	 	Nine Months
Ended
September 30,
2013	 	
 	 	 	 	 	 	 	 	
Common shares outstanding, basic:	 	 	 	 	 	 	 	
Weighted-average common shares outstanding, basic	 	60,299,766	 	43,568,942	 	43,196,895	 	
 	 	 	 	 	 	 	 	
Common shares outstanding, diluted:	 	 	 	 	 	 	 	
Weighted-average common shares outstanding, basic	 	60,299,766	 	43,568,942	 	43,196,895	 	
 	 	 	 	 	 	 	 	
Dilutive effect of warrants	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	
Dilutive effect of convertible notes	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	
Dilutive effect of restricted stock awards	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	
Weighted-average common shares outstanding, diluted	 	60,299,766	 	43,568,942	 	43,196,895	 	
 
The following table sets forth a reconciliation of the net (loss) income attributable to GS&T and the net (loss) income attributable to GS&T for diluted net (loss) earnings per share under the “if-converted” method:

 	 	Successor	 	Predecessor	 	
 	 	Period from July 9
to September 30,
2014	 	Period from 
 July 1 to 
 July 9, 
 2014	 	Three Months
Ended
September 30,
2013	 	
 	 	 	 	 	 	 	 	
Net (loss) income attributable to GS&T	 	$	(18,290	)	$	892,919	 	$	(35,034	)	
 	 	 	 	 	 	 	 	
Interest expense related to convertible notes, if dilutive	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	
Net (loss) income attributable to GS&T for the computation of diluted net loss per share	 	$	(18,290	)	$	892,919	 	$	(35,034	)	
 
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 	 	Successor	 	Predecessor	 	
 	 	Period from July 9
to September 30,
2014	 	Period from
January 1 to 
 July 9, 
 2014	 	Nine Months
Ended
September 30,
2013	 	
 	 	 	 	 	 	 	 	
Net (loss) income attributable to GS&T	 	$	(18,290	)	$	793,291	 	$	(128,566	)	
 	 	 	 	 	 	 	 	
Interest expense related to convertible notes, if dilutive	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	
Net (loss) income attributable to GS&T for the computation of diluted net loss per share	 	$	(18,290	)	$	793,291	 	$	(128,566	)	
 
8 - RELATED PARTY TRANSACTIONS
 
The following represent related party transactions reflected in these condensed consolidated financial statements:
 
The Company makes available employees performing internal audit services to General Maritime Corporation (“GMC”), where the Company’s Chairman, Peter C. Georgiopoulos, also serves as Chairman of the Board.  For the period from July 9 to September 30, 2014, the Successor Company invoiced $9 to GMC and for the period from January 1 to July 9, 2014 and for the nine months ended September 30, 2013, the Predecessor Company invoiced $72 and $110, respectively, to GMC.  The amounts billed to GMC include time associated with such internal audit services and other expenditures.  Additionally, for the period from July 9 to September 30, 2014, the Successor Company incurred travel and other office related expenditures totaling $22.  For the period from January 1 to July 9, 2014 and for the nine months ended September 30, 2013, the Predecessor Company incurred travel and other office related expenditures totaling $49 and $82, respectively.  These amounts are reimbursable to GMC or its service provider.  At September 30, 2014 and December 31, 2013, the amount due to GMC from the Company was $13 and $16, respectively.
 
During the period from July 9 to September 30, 2014, the Successor Company incurred legal services (primarily in connection with vessel acquisitions) aggregating $2 from Constantine Georgiopoulos, the father of Peter C. Georgiopoulos, Chairman of the Board. Additionally, during the period from January 1 to July 9, 2014 and during the nine months ended September 30, 2013, the Predecessor Company incurred legal service aggregating $3 and $20, respectively, from Constantine Georgiopoulos.  At September 30, 2014 and December 31, 2013, the amount due to Constantine Georgiopoulos was $2 and $25, respectively.
 
GS&T and Baltic Trading have entered into agreements with Aegean Marine Petroleum Network, Inc. (“Aegean”) to purchase lubricating oils for certain vessels in their fleets.  Peter C. Georgiopoulos, Chairman of the Board of the Company, is Chairman of the Board of Aegean.  During the period from July 9 to September 30, 2014, Aegean supplied lubricating oils to the Successor Company’s vessels aggregating $419.  Additionally, during the period from January 1 to July 9, 2014 and during the nine months ended September 30, 2013, Aegean supplied lubricating oils to the Predecessor Company’s vessels aggregating $1,087 and $1,022, respectively.  At September 30, 2014 and December 31, 2013, $277 and $263 remained outstanding, respectively.
 
During the period from July 9 to September 30, 2014, the Successor Company invoiced MEP for Technical serviced provided and expenses paid on MEP’s behalf aggregating $766.  During the period from January 1 to July 9, 2014 and during the nine months ended September 30, 2013, the Company invoiced MEP for technical services provided and expenses paid on MEP’s behalf aggregating $1,743 and $2,570, respectively.  Peter C. Georgiopoulos, Chairman of the Board, controls and has a minority interest in MEP.  At September 30, 2014 and December 31, 2013, $3 and $7, respectively, was due to the Company from MEP.  Total service revenue earned by the Successor Company for the technical service provided to MEP for the period from July 9 to September 30, 2014 was $756.  Total service revenue earned by the Predecessor Company for technical service provided to MEP for the period from January 1 to July 9, 2014 and for the nine months ended September 30, 2013 was $1,701 and $2,457, respectively.
 
9 - DEBT
 
Long-term debt consists of the following:

 	 	Successor	 	Predecessor	 	
 	 	September 30,
2014	 	December 31, 
 2013	 	
 	 	 	 	 	 	
2007 Credit Facility	 	$	—	 	$	1,055,912	 	
$100 Million Term Loan Facility	 	69,714	 	75,484	 	
$253 Million Term Loan Facility	 	170,643	 	180,793	 	
2010 Baltic Trading Credit Facility	 	102,250	 	102,250	 	
Baltic Trading $22 Million Term Loan Facility	 	20,500	 	21,625	 	
Baltic Trading $44 Million Term Loan Facility	 	41,938	 	44,000	 	
Less: Current portion	 	(32,242	)	(1,316,439	)	
 	 	 	 	 	 	
Long-term debt	 	$	372,803	 	$	163,625	 	
 
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2007 Credit Facility
 
On July 20, 2007, the Company entered into the 2007 Credit Facility with DnB NOR Bank ASA. The maximum amount that may be borrowed under the 2007 Credit Facility prior to its termination as part of the Plan was $1,055,912.
 
In 2009, the Company obtained a waiver of the collateral maintenance covenant under this facility until the Company can represent that it is in compliance with all of its financial covenants and is otherwise able to pay a dividend and purchase or redeem shares of common stock under the terms of the facility in effect before the waiver .  The Company’s cash dividends and share repurchases were suspended until the collateral maintenance financial covenant could be satisfied.
 
The maximum leverage ratio covenant and minimum permitted consolidated interest ratio covenants were waived for the periods ending on and including December 31, 2013 pursuant to the August 1, 2012 agreements to amend or waive certain provisions of the agreements for the 2007 Credit Facility, $100 Million Term Loan Facility and the $253 Million Term Loan Facility (as defined below) (the “August 2012 Agreements”).
 
The gross interest-bearing debt to total capital covenant ended during the period ending on and including December 31, 2013 pursuant to the August 2012 Agreements.  This covenant limited the ratio of the Company’s interest-bearing indebtedness to the sum of its interest-bearing indebtedness and its consolidated net worth in accordance with U.S. GAAP to 62.5% on the last day of any fiscal quarter during the waiver period.
 
Additionally, pursuant to the August 2012 Agreements, the total applicable margin over LIBOR payable on the principal amount of debt outstanding increased from 2.0% to 3.0% per annum.  The minimum cash balance required was also increased from $500 to $750 per vessel mortgaged under this facility pursuant to the August 2012 Agreements.
 
Pursuant to the amendment to the 2007 Credit Facility which was entered into on December 21, 2011, the Company was subject to a facility fee of 2.0% per annum on the average daily outstanding principal amount of the loans outstanding, payable quarterly in arrears, which was subject to a reduction to 1.0% if the Company consummated an equity offering resulting in an aggregate amount of $50,000 of gross proceeds.  On February 28, 2012, the Company completed an equity offering of 7,500,000 shares which resulted in gross proceeds of $53,250.  As such, effective February 28, 2012, the facility fee was reduced to 1.0%.
 
To allow discussions with our creditors concerning our restructuring to continue into April 2014 without the need to file for immediate bankruptcy relief, on March 31, 2014, we entered into agreements with certain of the lenders under our 2007 Credit Facility, our $100 Million Term Loan Facility, and our $253 Million Term Loan Facility (our “Credit Facilities”) to obtain waivers or forbearances with respect to certain potential or actual events of default as of March 31, 2014 as follows (the “Relief Agreements”):
 
·                   not making the scheduled amortization payment on March 31, 2014 under our 2007 Credit Facility;
 
·                   not meeting the consolidated interest ratio covenant for the period ended March 31, 2014;
 
·                   not meeting the maximum leverage ratio covenant for the period ending March 31, 2014;
 
·                   not meeting the collateral maintenance test under the 2007 Credit Facility;
 
·                   not meeting the minimum cash balance covenant under the 2007 Credit Facility;
 
·                   not furnishing audited financial statements to the lenders within 90 days after year end for the year ended December 31, 2013;
 
·                   a cross-default with respect to our outstanding interest rate swap with respect to the foregoing;
 
·                   cross-defaults among our credit facilities with respect to the foregoing; and
 
·                   any related defaults or events of default resulting from the failure to give notice with respect to any of the foregoing.
 
The Relief Agreement for our 2007 Credit Facility provided that the agent and consenting lenders would forbear to exercise their rights and remedies through 11:59 p.m. on April 1, 2014 with respect to the foregoing potential or actual events of default, subject to earlier termination if a subsequent event of default occurs under our credit agreements other than those described above or if we breach the terms of the Relief Agreement. The Relief Agreements for our other two Credit Facilities provided that the agent and lenders waived through 11:59 p.m. on April 1, 2014 the foregoing potential or actual events of default, subject to earlier termination if
 
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a subsequent event of default occurs under our credit agreements or if we breach the terms of the Relief Agreements. Notwithstanding such waivers and forbearances, the fact that we did not make the scheduled amortization payment on March 31, 2014 constituted an event of default under our currently outstanding interest rate swap. In addition, under the indenture and supplemental indenture (the “Indenture”) governing our 5.0% Convertible Senior Notes issued on July 27, 2010 (the “2010 Notes”), our failure to make such payment would constitute an event of default under the Indenture if we fail to cure such default within 30 days after notice from the trustee under the Indenture.
 
On April 1, 2014, we entered into new agreements with the other parties to the Relief Agreements that extended the expiration of the forbearances and waivers under the Relief Agreements from 11:59 p.m. on April 1, 2014 to 11:59 p.m. on April 21, 2014. Also, the forbearances and waivers would have terminated if a definitive agreement for our restructuring was not effective by 11:59 p.m. on April 4, 2014. We avoided this termination through our entry into the Support Agreement. Such new agreements are otherwise on substantially the same terms and conditions as the Relief Agreements.
 
As of July 9, 2014, the Effective Date, the 2007 Credit Facility was terminated and the liens and mortgages related thereto were released as part of the Plan.  Refer to the “Bankruptcy Filing” section of Note 1 — General Information for further information regarding the Chapter 11 Cases.
 
$100 Million Term Loan Facility
 
On August 12, 2010, the Company entered into the $100 Million Term Loan Facility. As of September 30, 2014, the Company had utilized its maximum borrowing capacity of $100,000. The Company has used the $100 Million Term Loan Facility to fund or refund the Company a portion of the purchase price of the acquisition of five vessels from companies within the Metrostar group of companies.  As of September 30, 2014, there was no availability under the $100 Million Term Loan Facility.
 
Pursuant to the amendments to the $100 Million Term Loan Facility that were entered into on December 21, 2011 and the August 2012 Agreements, the maximum leverage ratio covenant and the minimum permitted consolidated interest ratio covenant were waived for the periods ending on and including December 31, 2013.
 
As of September 30, 2014, the Company believes it is in compliance with all of the financial covenants under the $100 Million Term Loan Facility, as amended.
 
See above in this note under the heading “2007 Credit Facilities” for a description of the agreement the Company entered into to obtain waivers with respect to certain events of default relating to the $100 Million Term Loan Facility. See the “Bankruptcy Filing” section under Note 1 — General Information for the Company’s restructuring plans, including the filing of its Chapter 11 Cases and the Company’s subsequent emergence from Chapter 11.
 
On the Effective Date, Genco entered into the Amended and Restated $100 Million Term Loan Facility and the Amended and Restated $253 Million Term Loan Facility.  The Amended and Restated Credit Facilities included, among other things:
 
·                   A paydown as of the Effective Date with respect to payments which became due under the prepetition credit facilities between the Petition Date and the Effective Date and were not paid during the pendency of the Chapter 11 Cases ($1,923 for the $100 Million Term Loan Facility and $5,075 for the $253 Million Term Loan Facility).
 
·                   Extension of the maturity dates to August 31, 2019 from August 17, 2017 for the $100 Million Term Loan Facility and August 15, 2015 for the $253 Million Term Loan Facility.
 
·                   Relief from compliance with financial covenants governing the Company’s maximum leverage ratio, minimum consolidated interest coverage ratio and consolidated net worth through and including the quarter ending March 31, 2015 (with quarterly testing commencing June 30, 2015).
 
·                   A fleetwide minimum liquidity covenant requiring maintenance of cash of $750 per vessel for all vessels owned by Genco (excluding those owned by Baltic Trading).
 
·                   An increase in the interest rate to LIBOR plus 3.50% per year from 3.00% previously for the $100 Million Term Loan Facility and the $253 Million Term Loan Facility.
 
The obligations under the Amended and Restated $100 Million Term Loan Facility are secured by a first priority security interest in the vessels and other collateral securing the $100 Million Term Loan Facility.  The Amended and Restated $100 Million Term Loan Facility requires quarterly repayment installments in accordance with the original terms of the $100 Million Term Loan Facility.
 
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$253 Million Term Loan Facility
 
On August 20, 2010, the Company entered into the $253 Million Term Loan Facility.  As of September 30, 2014, the Company had utilized its maximum borrowing capacity of $253,000 to fund or refund to the Company a portion of the purchase price of the 13 vessels purchased from Bourbon SA during the third quarter of 2010 and first quarter of 2011.  As of September 30, 2014, there was no availability under the $253 Million Term Loan Facility.
 
Pursuant to the amendment to the $253 Million Term Loan Facility that was entered into on December 21, 2011 and the August 2012 Agreements, the maximum leverage ratio covenant and the minimum permitted consolidated interest ratio covenant were waived for the periods ending on and including December 31, 2013.
 
As of September 30, 2014 and December 31, 2013, the Company has deposited $9,750 that has been reflected as restricted cash.  Restricted cash will be released only if the underlying collateral is sold or disposed of.
 
As of September 30, 2014, the Company believes it is in compliance with all of the financial covenants under the $253 Million Term Loan Facility, as amended.
 
See above in this note under the heading “2007 Credit Facility” for a description of the agreement the Company entered into to obtain waivers with respect to certain events of default relating to the $253 Million Term Loan Facility.  See the “Bankruptcy Filing” section under Note 1 — General Information for the Company’s restructuring plans, including the filing of its Chapter 11 Cases and the Company’s subsequent emergence from Chapter 11.
 
Refer to the “$100 Million Term Loan Facility” section above for a description of the Amended and Restated $253 Million Term Loan Facility that was entered into by the Company on the Effective Date.  The obligations under the Amended and Restated $253 Million Term Loan Facility are secured by a first priority security interest in the vessels and other collateral securing the $253 Million Term Loan Facility.  The Amended and Restated $253 Million Term Loan Facility requires quarterly repayment installments in accordance with the original terms of the $253 Million Term Loan Facility.
 
2010 Baltic Trading Credit Facility
 
On April 16, 2010, Baltic Trading entered into a $100,000 senior secured revolving credit facility with Nordea Bank Finland plc, acting through its New York branch (as amended, the “2010 Baltic Trading Credit Facility”).  An amendment to the 2010 Baltic Trading Credit Facility was entered into by Baltic Trading effective November 30, 2010.  Among other things, this amendment increased the commitment amount of the 2010 Baltic Trading Credit Facility from $100,000 to $150,000.  An additional amendment to the 2010 Baltic Trading Credit Facility was entered into by Baltic Trading effective August 29, 2013 (the “August 2013 Amendment”).  Among other things, the August 2013 Amendment implements the following modifications to the 2010 Baltic Trading Credit Facility:
 
·                   The requirement that certain additional vessels acquired by Baltic Trading be mortgaged as collateral under the 2010 Baltic Trading Credit Facility was eliminated.
 
·                   Restrictions on the incurrence of indebtedness by Baltic Trading and its subsidiaries were amended to apply only to those subsidiaries acting as guarantors under the 2010 Baltic Trading Credit Facility.
 
·                   The total commitment under this facility was reduced to $110,000 and will be further reduced in three consecutive semi-annual reductions of $5,000 commencing on May 30, 2015.
 
·                   Borrowings bear interest at an applicable margin over LIBOR of 3.00% per annum if the ratio of the maximum facility amount of the aggregate appraised value of vessels mortgaged under the facility is 55% or less, measured quarterly; otherwise, the applicable margin is 3.35% per annum.
 
·                   Financial covenants corresponding to the liquidity and leverage under the Baltic Trading $22 Million Term Loan Facility (as defined below) have been incorporated into the 2010 Baltic Trading Credit Facility.
 
As of September 30, 2014, $7,750 remained available under the 2010 Baltic Trading Credit Facility as the total commitment was reduced to $110,000 on August 29, 2013.  The total available working capital borrowings of $25,000 are subject to the total remaining availability under the 2010 Baltic Trading Credit Facility, therefore, only $7,750 is available for working capital purposes as of September 30, 2014.
 
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As of September 30, 2014, the Company believes Baltic Trading is in compliance with all of the financial covenants under the 2010 Baltic Trading Credit Facility.
 
Baltic Trading $22 Million Term Loan Facility
 
On August 30, 2013, Baltic Hare Limited and Baltic Fox Limited, wholly-owned subsidiaries of Baltic Trading, entered into a secured loan agreement with DVB Bank SE for a term loan facility of up to $22,000 (the “Baltic Trading $22 Million Term Loan Facility”).  Amounts borrowed and repaid under the Baltic Trading $22 Million Term Loan Facility may not be reborrowed.  This facility has a maturity date of the sixth anniversary of the drawdown date for borrowings for the second vessel to be purchased, or September 4, 2019.  Borrowings under the Baltic Trading $22 Million Term Loan Facility bear interest at the three-month LIBOR rate plus an applicable margin of 3.35% per annum. A commitment fee of 1.00% per annum is payable on the unused daily portion of the credit facility, which began accruing on August 30, 2013 and ended on September 4, 2013, the date which the entire $22,000 was borrowed.  Borrowings are to be repaid in 23 quarterly installments of $375 each commencing three months after the last vessel delivery date, or December 4, 2013, and a final payment of $13,375 due on the maturity date.
 
Borrowings under the Baltic Trading $22 Million Term Loan Facility are secured by liens on Baltic Trading’s vessels purchased with borrowings under the facility, namely the Baltic Fox and the Baltic Hare, and other related assets.  Under a Guarantee and Indemnity entered into concurrently with the Baltic Trading $22 Million Term Loan Facility, Baltic Trading agreed to guarantee the obligations of its subsidiaries under the Baltic Trading $22 Million Term Loan Facility .
 
On September  4, 2013, Baltic Hare Limited and Baltic Fox Limited made drawdowns of $10,730 and $11,270 for the Baltic Hare and the Baltic Fox, respectively.  As of September 30, 2014, Baltic Trading has utilized its maximum borrowing capacity of $22,000 and there was no further availability.  At September 30, 2014 and December 31, 2013, the total outstanding debt balance was $20,500 and $21,625, respectively, as required repayments began on December 4, 2013.
 
As of September 30, 2014 the Company believes Baltic Trading is in compliance with all of the financial covenants under the Baltic Trading $22 Million Term Loan Facility.
 
Baltic Trading $44 Million Term Loan Facility
 
On December 3, 2013, Baltic Tiger Limited and Baltic Lion Limited, wholly-owned subsidiaries of Baltic Trading, entered into a secured loan agreement with DVB Bank SE for a term loan facility of up to $44,000 (the “Baltic Trading $44 Million Term Loan Facility”). Amounts borrowed and repaid under the Baltic Trading $44 Million Term Loan Facility may not be reborrowed.  The Baltic Trading $44 Million Term Loan Facility has a maturity date of the sixth anniversary of the drawdown date for borrowings for the second vessel to be purchased, or December 23, 2019.  Borrowings under the Baltic Trading $44 Million Term Loan Facility bear interest at the three-month LIBOR rate plus an applicable margin of 3.35% per annum. A commitment fee of 0.75% per annum is payable on the unused daily portion of the credit facility, which began accruing on December 3, 2013 and ended on December 23, 2013, the date which the entire $44,000 was borrowed.  Borrowings are to be repaid in 23 quarterly installments of $688 each commencing three months after the last drawdown date, or March 24, 2014, and a final payment of $28,188 due on the maturity date.
 
Borrowings under the Baltic Trading $44 Million Term Loan Facility are secured by liens on Baltic Trading’s vessels to be financed or refinanced with borrowings under the facility, namely the Baltic Tiger and the Baltic Lion, and other related assets. Upon the prepayment of $18,000 plus any additional amounts necessary to maintain compliance with the collateral maintenance covenant, Baltic Trading may have the lien on the Baltic Tiger released. Under a Guarantee and Indemnity entered into concurrently with the Baltic Trading $44 Million Term Loan Facility, Baltic Trading agreed to guarantee the obligations of its subsidiaries under the Baltic Trading $44 Million Term Loan Facility.
 
On December 23, 2013, Baltic Tiger Limited and Baltic Lion Limited made drawdowns of $21,400 and $22,600 for the Baltic Tiger and Baltic Lion, respectively.  As of September 30, 2014, Baltic Trading has utilized its maximum borrowing capacity of $44,000 and there was no further availability.  At September 30, 2014 and December 31, 2013, the total outstanding debt balance was $41,938 and $44,000, respectively, as required repayments began on March 24, 2014.
 
As of September 30, 2014 , the Company believes Baltic Trading is in compliance with all of the financial covenants under the Baltic Trading $44 Million Term Loan Facility.
 
2014 Baltic Trading Term Loan Facilities
 
On October 8, 2014, Baltic Trading and its wholly-owned subsidiaries, Baltic Hornet Limited and Baltic Wasp Limited, each entered into a loan agreement and related documentation for a credit facility in a principal amount of up to $16,800 with ABN AMRO
 
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Capital USA LLC and its affiliates (the “2014 Baltic Trading Term Loan Facilities”) to partially finance the newbuilding Ultramax vessel that each subsidiary is to acquire, namely the Baltic Hornet and Baltic Wasp, respectively.  Amounts borrowed under the 2014 Baltic Trading Term Loan Facilities may not be reborrowed.  The 2014 Baltic Trading Term Loan Facilities have a ten-year term, and the facility amount is to be the lowest of 60% of the delivered cost per vessel, $16,800 per vessel, and 60% of the fair market value of each vessel at delivery.  The 2014 Baltic Trading Term Loan Facilities are insured by the China Export & Credit Insurance Corporation (Sinosure) in order to cover political and commercial risks for 95% of the outstanding principal plus interest, which will be recorded in deferred financing fees.  Borrowings under the 2014 Baltic Trading Term Loan Facilities bear interest at the three or six-month LIBOR rate plus an applicable margin of 2.50% per annum.  Borrowings are to be repaid in 20 equal consecutive semi-annual installments of 1/24 of the facility amount plus a balloon payment of 1/6 of the facility amount at final maturity.  Principal repayments will commence six months after the actual delivery date for a vessel.
 
Borrowings under the 2014 Baltic Trading Term Loan Facilities are to be secured by liens on the Baltic Trading’s vessels acquired with borrowings under these facilities, namely the Baltic Hornet and Baltic Wasp, and other related assets. Baltic Trading guarantees the obligations of the Baltic Hornet and Baltic Wasp under the 2014 Baltic Trading Term Loan Facilities.
 
The 2014 Baltic Trading Term Loan Facilities require Baltic Trading, Baltic Hornet Limited and Baltic Wasp Limited to comply with covenants comparable to those of the Baltic Trading $44 Million Term Loan Facility, except for a collateral maintenance covenant requiring that the minimum fair market value of the vessel acquired be 135% of the amount outstanding under the 2014 Baltic Trading Term Loan Facilities.
 
On October 24, 2014, Baltic Trading drew down $16,800 for the purchase of the Baltic Hornet, which was delivered on October 29, 2014.
 
Change of Control
 
If the Company’s ownership in Baltic Trading were to decrease to less than 10% of the aggregate number of shares of common stock and Class B Stock of Baltic Trading, the outstanding Baltic Trading Class B Stock held by the Company would automatically convert into common stock, and the voting power held by the Company in Baltic Trading would likewise decrease to less than 30%. This would result in a change of control as defined under the Baltic Trading 2010 Credit Facility, the Baltic Trading $22 Million Term Loan Facility, the Baltic Trading $44 Million Term Loan Facility and the 2014 Baltic Trading Term Loan Facilities, and would therefore constitute an event of default. Additionally, a change of control constituting an event of default under Baltic Trading’s credit facilities would also occur if any party other than the Company or certain other permitted holders beneficially owns more than 30% of the Company’s outstanding voting or economic equity interests, which may occur if a party were deemed to control Genco. Refer to Note 1 — General Information for discussion of the Company’s current economic status.  The Prepack Plan did not result, and the Company does not expect the Prepack Plan to result, in a reduction of the Company’s ownership in Baltic Trading.  As of the date of this report, no change of control under either of the foregoing tests has occurred.  In addition, Baltic Trading has the right to terminate the Management Agreement upon the occurrence of certain events, including a Manager Change of Control (as defined in the Management Agreement), without making a termination payment.  Some of these have occurred as a result of the transactions contemplated by the Prepack Plan, including the consummation of any transaction that results in (i) any “person” (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934), other than Peter Georgiopoulos or any of his affiliates, becoming the beneficial owner of 25% of the Company’s voting securities or (ii) the Company’s stock ceasing to be traded on the New York Stock Exchange or any other internationally recognized stock exchange.  Therefore, Baltic Trading may have the right to terminate the Management Agreement, although Baltic Trading may be prevented or delayed from doing so because of the effect of applicable bankruptcy law, including the automatic stay provisions of the United States Bankruptcy Code and the provisions of the Prepack Plan and the Confirmation Order.  The Prepack Plan did not result in any changes to the Management Agreement.  In its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 filed on November 10, 2014, Baltic Trading stated that its Board of Directors had not made any determination as of the date of such report regarding any action in connection with the Management Agreement in light of the foregoing events.
 
Interest payable
 
As required under the August 2012 Agreements, lenders under the 2007 Credit Facility will receive a fee equal to 1.25% of the principal amount outstanding following such prepayment, or $13,199, on the earlier date of the maturity date of this facility or the date on which all obligations under this facility have been paid in full.  On the Effective Date, the 2007 Credit Facility was terminated, therefore this liability was discharged.  Refer to Note 1 — General Information for further information regarding the Chapter 11 Cases.
 
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Table of Contents
 
Interest rates
 
The following tables set forth the effective interest rate associated with the interest expense for the Company’s debt facilities noted above included the costs associated with unused commitment fees.  For the Predecessor Company for the period from January 1 to July 9, 2014, July 1 to July 9, 2014 and for the three and nine months ended September 30, 2013, the effective interest rate also included the rate differential between the pay fixed, receive variable rate on the interest rate swap agreements that were in effect (refer to Note 11 — Interest Rate Swap Agreements), combined, as well as the 1.0% facility fee for the 2007 Credit Facility as noted above. The following tables also include the range of interest rates on the debt, excluding the impact of swaps and unused commitment fees, if applicable:

 	 	Successor	 	Predecessor	 	
 	 	Period from July 9
to September 30,
2014	 	Period from
July 1 to July 9,
2014	 	Three Months Ended
September 30,
2013	 	
Effective Interest Rate	 	3.62	%	3.94	%	4.69	%	
Range of Interest Rates (excluding impact of swaps and unused commitment fees)	 	3.15% to 3.73	%	3.15% to 5.15	%	3.18% to 4.31	%	

 	 	Successor	 	Predecessor	 	
 	 	Period from July 9
to September 30,
2014	 	Period from
January 1 to July 9,
2014	 	Nine Months Ended
September 30,
2013	 	
Effective Interest Rate	 	3.62	%	4.19	%	4.72	%	
Range of Interest Rates (excluding impact of swaps and unused commitment fees)	 	3.15% to 3.73	%	3.15% to 5.15	%	3.18% to 4.38	%	
 
10 — CONVERTIBLE SENIOR NOTES
 
The Company issued $125,000 of the 2010 Notes on July 27, 2010.  The Indenture for the 2010 Notes includes customary agreements and covenants by the Company, including with respect to events of default.  As noted in Note 1 — General Information, the filing of the Chapter 11 Cases by the Company on April 21, 2014 constituted an event of default with respect to the 2010 Notes.  On this date, the Company ceased recording interest expense related to the 2010 Notes.  During the period from July 1 to July 9, 2014 and January 1 to July 9, 2014, interest expense of $255 and $2,522, including the amortization of the discount of the liability component and the bond coupon interest expense, was not recorded by the Predecessor Company, which would have been incurred had the indebtedness not been reclassified as a Liability subject to compromise.  On the Effective Date, when the Company emerged from Chapter 11, the 2010 Notes and the Indenture were fully satisfied and discharged.
 
The following tables provide additional information about the Company’s 2010 Notes:

 	 	Predecessor	 	
 	 	December 31,
2013	 	
Carrying amount of the equity component (additional paid-in capital)	 	$	24,375	 	
Principal amount of the 2010 Notes	 	125,000	 	
Unamortized discount of the liability component	 	9,119	 	
Net carrying amount of the liability component	 	115,881	 	

 	 	Predecessor	 	
 	 	Period from
July 1 to
July 9,
2014	 	Three Months
Ended
September 30,
2013	 	Period from
January 1 to
July 9,
2014 (a)	 	Nine Months
Ended
September 30,
2013	 	
Effective interest rate on liability component	 	—	%	10.0	%	10.0	%	10.0	%	
Cash interest expense recognized	 	$	—	 	$	1,575	 	$	1,886	 	$	4,687	 	
Non-cash interest expense recognized	 	—	 	1,265	 	1,592	 	3,653	 	
Non-cash deferred financing amortization costs included in interest expense	 	—	 	181	 	216	 	537	 	

(a)          The amounts and percentage reflect amounts through April 21, 2014 since the Company ceased recording interest expense due to the Chapter 11 Cases.
 
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Refer to Note 1 — General Information for additional information regarding defaults relating to the 2010 Notes.
 
11 - INTEREST RATE SWAP AGREEMENTS
 
As of December 31, 2013, the Company had four interest swap agreements outstanding with DNB Bank ASA to manage interest costs and the risk associated with variable interest rates related to the Company’s 2007 Credit Facility.  The total notional principal amount of the swaps at December 31, 2013 was $306,233 and the swaps had specified rates and durations.   Three of the swaps that were outstanding at December 31, 2013 expired during 2014 prior to the Petition Date.
 
As of March 31, 2014, the Company was in default under covenants of its 2007 Credit Facility due to the default on the scheduled debt amortization payment due on March 31, 2014. Refer to Note 1 — General Information for additional information regarding defaults relating to the swap.   The default under the 2007 Credit Facility requires the Company to elect interest periods of only one-month, therefore the Company no longer qualified for hedge accounting under the original designation and hedge accounting was terminated effective March 31, 2014.  Additionally, the filing of the Chapter 11 Cases by the Company on the Petition Date constituted an event of default with respect to the outstanding interest rate swap with DNB Bank ASA.  As a result, DNB Bank ASA terminated all transactions under the remaining swap agreement effective April 30, 2014 and filed a secured claim with the Bankruptcy Court of $5,622. The claim was paid to DNB Bank ASA by the Successor Company during the period from July 9 to September 30, 2014.
 
The following table summarizes the interest rate swaps designated as cash flow hedges that were in place as of December 31, 2013 for the Predecessor Company:

 	 	 	 	 	 	 	 	Predecessor	 	
 	 	 	 	 	 	 	 	December 31,
2013	 	
Interest Rate Swap Detail	 	Notional	 	
Trade	 	Fixed	 	Start Date	 	End date	 	Amount	 	
Date	 	Rate	 	of Swap	 	of Swap	 	Outstanding	 	
9/6/05	 	4.485	%	9/14/05	 	7/29/15	 	$	106,233	 	
3/29/06	 	5.25	%	1/2/07	 	1/1/14	 	50,000	 	
1/9/09	 	2.05	%	1/22/09	 	1/22/14	 	100,000	 	
2/11/09	 	2.45	%	2/23/09	 	2/23/14	 	50,000	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	$	306,233	 	
 
The following table summarizes the derivative asset and liability balances at December 31, 2013 for the Predecessor Company:

 	 	Liability Derivatives	 	
 	 	Balance	 	Fair Value	 	Balance	 	Fair Value	 	
 	 	Sheet
Location	 	December
31, 2013	 	Sheet
Location	 	December 31,
2013	 	
Derivatives designated as hedging instruments	 	 	 	 	 	 	 	 	 	
Interest rate contracts	 	Fair value of derivative instruments (Current Assets)	 	$	—	 	Fair value of derivative instruments (Current Liabilities)	 	$	6,975	 	
Interest rate contracts	 	Fair value of derivative instruments (Noncurrent Assets)	 	—	 	Fair value of derivative instruments (Noncurrent Liabilities)	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Total derivatives designated as hedging instruments	 	 	 	—	 	 	 	6,975	 	
 	 	 	 	 	 	 	 	 	 	
Total Derivatives	 	 	 	$	—	 	 	 	$	6,975	 	
 
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The differentials to be paid or received for these swap agreements are recognized as an adjustment to interest expense as incurred.  The Company utilized cash flow hedge accounting for these swaps through March 31, 2014, whereby the effective portion of the change in the value of the swaps is reflected as a component of AOCI.  The ineffective portion is recognized as other expense, which is a component of other (expense) income.  On March 31, 2014, the cash flow hedge accounting on the remaining swap agreement was discontinued.  Once cash flow hedge accounting was discontinued, the changes in the fair value of the interest rate swaps are recorded in the Condensed Consolidated Statement of Operations in interest expense and the remaining amounts included in AOCI are amortized to interest expense over the original term of the hedging relationship for the Predecessor Company.
 
The following tables present the impact of derivative instruments and their location within the Condensed Consolidated Statement of Operations for the Predecessor Company:
 
The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Period from July 1 to July 9, 2014

Derivatives in Cash
Flow Hedging	 	Amount of
Gain (Loss)
Recognized
in AOCI on
Derivative
(Effective
Portion)	 	Location of
Gain (Loss)
Reclassified
from AOCI
into income
(Effective	 	Amount of
Gain (Loss)
Reclassified
from AOCI
into income
(Effective
Portion)	 	Location of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective	 	Amount of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective
Portion)	 	
Relationships	 	2014	 	Portion)	 	2014	 	Portion)	 	2014	 	
Interest rate contracts	 	$	—	 	Interest Expense	 	$	(95	)	Other Income (Expense)	 	$	—	 	

The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Three-Month Period Ended September 30, 2013

Derivatives in Cash
Flow Hedging	 	Amount of
Gain (Loss)
Recognized
in AOCI on
Derivative
(Effective
Portion)	 	Location of
Gain (Loss)
Reclassified
from AOCI
into income
(Effective	 	Amount of
Gain (Loss)
Reclassified
from AOCI
into income
(Effective
Portion)	 	Location of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective	 	Amount of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective
Portion)	 	
Relationships	 	2013	 	Portion)	 	2013	 	Portion)	 	2013	 	
Interest rate contracts	 	$	(439	)	Interest Expense	 	$	(2,515	)	Other Income (Expense)	 	$	2	 	

The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Period from July 1 to July 9, 2014 and for the Three-Month Period Ended September 30, 2013

 	 	 	 	Amount of
Gain (Loss) Recognized in Income on
Derivative	 	
Derivatives not designated
as Hedging Instruments	 	Location of
Gain (Loss)
Recognized in Income
on Derivative	 	For the Period
from July 1 to July
9,
2014	 	Three Months
Ended
September 30,
2013	 	
Interest rate contracts	 	Interest Expense	 	$	—	 	$	—	 	

The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Period from January 1 to July 9, 2014

Derivatives in Cash
Flow Hedging	 	Amount of
Gain (Loss)
Recognized
in AOCI on
Derivative
(Effective
Portion)	 	Location of
Gain (Loss)
Reclassified
from AOCI
into income
(Effective	 	Amount of
Gain (Loss)
Reclassified
from AOCI
into income
(Effective
Portion)	 	Location of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective	 	Amount of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective
Portion)	 	
Relationships	 	2014	 	Portion)	 	2014	 	Portion)	 	2014	 	
Interest rate contracts	 	$	(179	)	Interest Expense	 	$	(2,580	)	Other Income (Expense)	 	$	—	 	

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The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Nine-Month Period Ended September 30, 2013

Derivatives in Cash
Flow Hedging	 	Amount of
Gain (Loss)
Recognized
in AOCI on
Derivative
(Effective
Portion)	 	Location of
Gain (Loss)
Reclassified
from AOCI
into income
(Effective	 	Amount of
Gain (Loss)
Reclassified
from AOCI
into income
(Effective
Portion)	 	Location of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective	 	Amount of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective
Portion)	 	
Relationships	 	2013	 	Portion)	 	2013	 	Portion)	 	2013	 	
Interest rate contracts	 	$	(668	)	Interest Expense	 	$	(7,431	)	Other Income (Expense)	 	$	(3	)	

The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Period from January 1 to July 9, 2014 and for the Nine-Month Period Ended September 30, 2013

 	 	 	 	Amount of
Gain (Loss) Recognized in Income on
Derivative	 	
Derivatives not designated
as Hedging Instruments	 	Location of
Gain (Loss)
Recognized in Income
on Derivative	 	For the Period
from January 1 to
July 9,
2014	 	Nine Months
Ended
September 30,
2013	 	
Interest rate contracts	 	Interest Expense	 	$	(225	)	$	—	 	

The Company was required to provide collateral in the form of vessel assets to support the interest rate swap agreements, excluding vessel assets of Baltic Trading.  Prior to the termination of the 2007 Credit Facility on the Effective Date, the Company’s 35 vessels mortgaged under the 2007 Credit Facility served as collateral in the aggregate amount of $100,000.
 
12 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
 
The components of AOCI included in the accompanying condensed consolidated balance sheets consist of net unrealized gain (loss) on cash flow hedges and net unrealized gains (losses) from investments in Jinhui stock and KLC stock for the Predecessor Company.  For the Successor Company, the components of AOCI included in the accompanying condensed consolidated balance sheets consists only of net unrealized gains (losses) from investments in Jinhui stock and KLC stock based on the revised cost basis recorded as part of fresh-start reporting.
 
Changes in AOCI by Component
For the Period from July 9 to September 30, 2014
Successor Company

 	 	Net Unrealized
Gain (Loss)
on
Investments	 	
AOCI — July 9, 2014	 	$	—	 	
 	 	 	 	
OCI before reclassifications	 	(13,341	)	
Amounts reclassified from AOCI	 	—	 	
Net current-period OCI	 	(13,341	)	
 	 	 	 	
AOCI — September 30, 2014	 	$	(13,341	)	
 
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Changes in AOCI by Component
For the Period from July 1 to July 9, 2014
Predecessor Company

 	 	Net Unrealized
Gain (Loss) on
Cash Flow
Hedges	 	Net Unrealized
Gain (Loss)
on
Investments	 	Total	 	
AOCI — July 1, 2014	 	$	(4,670	)	$	32,746	 	$	28,076	 	
 	 	 	 	 	 	 	 	
OCI before reclassifications	 	—	 	2,186	 	2,186	 	
Amounts reclassified from AOCI	 	95	 	—	 	95	 	
Net current-period OCI	 	95	 	2,186	 	2,281	 	
 	 	 	 	 	 	 	 	
AOCI — July 9, 2014	 	$	(4,575	)	$	34,932	 	$	30,357	 	
 
Changes in AOCI by Component
For the Three-Month Period Ended September 30, 2013
Predecessor Company

 	 	Net Unrealized
Gain (Loss) on
Cash Flow
Hedges	 	Net Unrealized
Gain (Loss)
on
Investments	 	Total	 	
AOCI — July 1, 2013	 	$	(11,370	)	$	10,543	 	$	(827	)	
 	 	 	 	 	 	 	 	
OCI before reclassifications	 	4,591	 	14,514	 	19,105	 	
Amounts reclassified from AOCI	 	(2,515	)	—	 	(2,515	)	
Net current-period OCI	 	2,076	 	14,514	 	16,590	 	
 	 	 	 	 	 	 	 	
AOCI — September 30, 2013	 	$	(9,294	)	$	25,057	 	$	15,763	 	
 
Changes in AOCI by Component
For the Period from January 1 to July 9, 2014
Predecessor Company

 	 	Net Unrealized
Gain (Loss) on
Cash Flow
Hedges	 	Net Unrealized
Gain (Loss)
on
Investments	 	Total	 	
AOCI — January 1, 2014	 	$	(6,976	)	$	60,698	 	$	53,722	 	
 	 	 	 	 	 	 	 	
OCI before reclassifications	 	(179	)	(25,766	)	(25,945	)	
Amounts reclassified from AOCI	 	2,580	 	—	 	2,580	 	
Net current-period OCI	 	2,401	 	(25,766	)	(23,365	)	
 	 	 	 	 	 	 	 	
AOCI — July 9, 2014	 	$	(4,575	)	$	34,932	 	$	30,357	 	
 
Changes in AOCI by Component
For the Nine-Month Period Ended September 30, 2013
Predecessor Company

 	 	Net Unrealized
Gain (Loss) on
Cash Flow
Hedges	 	Net Unrealized
Gain (Loss)
on
Investments	 	Total	 	
AOCI — January 1, 2013	 	$	(16,057	)	$	4,216	 	$	(11,841	)	
 	 	 	 	 	 	 	 	
OCI before reclassifications	 	14,194	 	20,841	 	35,035	 	
Amounts reclassified from AOCI	 	(7,431	)	—	 	(7,431	)	
Net current-period OCI	 	6,763	 	20,841	 	27,604	 	
 	 	 	 	 	 	 	 	
AOCI — September 30, 2013	 	$	(9,294	)	$	25,057	 	$	15,763	 	
 
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Reclassifications Out of AOCI
Predecessor Company

 	 	Amount Reclassified from AOCI	 	 	 	
 	 	Predecessor	 	 	 	
Details about AOCI Components	 	Period from July 1
to July 9, 2014	 	Three Months
Ended September
30, 2013	 	Affected Line Item in
the Statement Where
Net Loss is Presented	 	
Gains and losses on cash flow hedges	 	 	 	 	 	 	 	
Interest rate contracts	 	$	95	 	$	2,515	 	Interest expense	 	
 	 	 	 	 	 	 	 	
Total reclassifications for the period	 	$	95	 	$	2,515	 	 	 	

 	 	Amount Reclassified from AOCI	 	 	 	
 	 	Predecessor	 	 	 	
Details about AOCI Components	 	Period from
January 1 to July
9, 2014	 	Nine Months
Ended September
30, 2013	 	Affected Line Item in
the Statement Where
Net Loss is Presented	 	
Gains and losses on cash flow hedges	 	 	 	 	 	 	 	
Interest rate contracts	 	$	2,580	 	$	7,431	 	Interest expense	 	
 	 	 	 	 	 	 	 	
Total reclassifications for the period	 	$	2,580	 	$	7,431	 	 	 	
 
13 - FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The fair values and carrying values of the Company’s financial instruments at September 30, 2014 and December 31, 2013 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.

 	 	Successor	 	Predecessor	 	
 	 	September 30, 2014	 	December 31, 2013	 	
 	 	Carrying
Value	 	Fair Value	 	Carrying
Value	 	Fair Value	 	
Cash and cash equivalents	 	$	106,620	 	$	106,620	 	$	122,722	 	$	122,722	 	
Restricted cash	 	10,150	 	10,150	 	10,150	 	10,150	 	
Floating rate debt	 	405,045	 	405,045	 	1,480,064	 	See Below	 	
2010 Notes	 	—	 	—	 	115,881	 	63,438	 	

The fair value of the floating rate debt under the Amended and Restated $100 Million Term Loan Facility and the Amended and Restated $253 Million Term Loan Facility are based on rates obtained upon our emergence from Chapter 11 on the Effective Date.  The 2007 Credit Facility was terminated on the Effective Date; however, a portion of the floating rate debt of the 2007 Credit Facility which was outstanding as of December 31, 2013 was traded in a private transaction for an amount that is not determinable by the Company, which Management believed was lower than the debt’s current carrying value as of December 31, 2013.  The fair value of the 2010 Baltic Trading Credit Facility is based on rates Baltic Trading has obtained pursuant to the amendment to the existing 2010 Baltic Trading Credit Facility on August 29, 2013.  The fair value of the Baltic Trading $22 Million Term Loan Facility and the Baltic Trading $44 Million Term Loan Facility is based on rates that Baltic Trading recently obtained upon the effective dates of these facilities on August 30, 2013 and December 3, 2013, respectively.  Refer to Note 9 — Debt for further information.  Additionally, the Company considers its creditworthiness in determining the fair value of floating rate debt under the credit facilities.  The carrying value approximates the fair market value for these floating rate loans, except for the 2007 Credit Facility as of December 31, 2013.  The fair value of the convertible senior notes payable represents the market value based on recent transactions of the 2010 Notes at December 31, 2013 without bifurcating the value of the conversion option.  The fair value of the interest rate swaps at December 31, 2013 is the estimated amount the Company would receive to terminate the swap agreements at the reporting date, taking into account current interest rates and the creditworthiness of both the swap counterparty and the Company.  The carrying amounts of the Company’s other financial instruments at September 30, 2014 and December 31, 2013 (principally Due from charterers and Accounts payable and accrued expenses), approximate fair values because of the relatively short maturity of these instruments.
 
ASC Subtopic 820-10, Fair Value Measurements & Disclosures (“ASC 820-10”), applies to all assets and liabilities that are being measured and reported on a fair value basis.  This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The fair value framework requires the categorization of assets and liabilities into three levels based upon the
 
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assumption (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:
 
·                   Level 1—Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment.
 
·                   Level 2—Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
 
·                   Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
 
As of September 30, 2014 and December 31, 2013, the fair values of the Company’s financial assets and liabilities are categorized as follows:

 	 	Successor	 	
 	 	September 30, 2014	 	
 	 	Total	 	Quoted
Market
Prices in
Active
Markets
(Level 1)	 	Significant
Other
Observable
Inputs
(Level 2)	 	
Investments	 	$	38,463	 	$	38,463	 	$	—	 	

 	 	Predecessor	 	
 	 	December 31, 2013	 	
 	 	Total	 	Quoted
Market
Prices in
Active
Markets
(Level 1)	 	Significant
Other
Observable
Inputs
(Level 2)	 	
Investments	 	$	77,570	 	$	77,570	 	$	—	 	
Derivative instruments — liability position	 	6,975	 	—	 	6,975	 	

The Company holds an investment in the capital stock of Jinhui , which is classified as a long-term investment.  The stock of Jinhui is publicly traded on the Oslo Stock Exchange and is considered a Level 1 item.  The Company also holds an investment in the stock of KLC, which is classified as a long-term investment.  The stock of KLC is publicly traded on the Korea Stock Exchange and is considered a Level 1 item.  The Company’s only interest rate derivative instrument is a pay-fixed, receive-variable interest rate swaps based on LIBOR which was outstanding as of December 31, 2013.  The Company has elected to use the income approach to value this derivative, using observable Level 2 market inputs at measurement date and standard valuation techniques to convert future amounts to a single present amount assuming that participants are motivated, but not compelled to transact.  Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically futures contracts on LIBOR for the first two years) and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR cash and swap rates and credit risk at commonly quoted intervals).  Mid-market pricing is used as a practical expedient for fair value measurements.  Refer to Note 11 — Interest Rate Swap Agreements for further information regarding the Company’s interest rate swap agreements.  ASC 820-10 states that the fair value measurement of an asset or liability must reflect the nonperformance risk of the entity and the counterparty. Therefore, the impact of the counterparty’s creditworthiness when in an asset position and the Company’s creditworthiness when in a liability position have also been factored into the fair value measurement of the derivative instruments.  This credit valuation adjustment did not have a material impact on the fair value measurement of the derivative instruments as of December 31, 2013.  Refer to Note 1 — General Information for additional information regarding defaults relating to the swap.  Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short-term maturities. Floating rate debt is considered to be a Level 2 item as the Company considers the estimate of rates it could obtain for similar debt or based upon transaction amongst third parties. The 2010 Notes were publicly traded in the over-the-counter market; however, they were not considered to be actively traded. As such, the 2010 Notes are considered to be a Level 2 item as of December 31, 2013.  The interest rate swap agreement and 2010 Notes were not outstanding as of September 30, 2014.  The Company did not have any Level 3 financial assets or liabilities during the nine months ended September 30, 2014 and 2013.
 
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14 - PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS
 
Prepaid expenses and other current assets consist of the following:

 	 	Successor	 	Predecessor	 	
 	 	September 30,
2014	 	December
31, 2013	 	
Lubricant inventory, fuel oil and diesel oil inventory and other stores	 	$	13,407	 	$	11,342	 	
Prepaid items	 	5,025	 	5,000	 	
Insurance receivable	 	2,719	 	1,096	 	
Other	 	4,089	 	1,627	 	
Total prepaid expenses and other current assets	 	$	25,240	 	$	19,065	 	
 
Other noncurrent assets in the amount of $514 at September 30, 2014 and December 31, 2013 represent the security deposit related to the operating lease entered into effective April 4, 2011. Refer to Note 21 — Commitments and Contingencies for further information related to the lease agreement.
 
15 — DEFERRED FINANCING COSTS
 
Deferred financing costs include fees, commissions and legal expenses associated with securing loan facilities and other debt offerings and amending existing loan facilities. Total net deferred financing costs consist of the following as of September 30, 2014 and December 31, 2013:

 	 	Successor	 	Predecessor	 	
 	 	September 30,
2014	 	December 31,
2013	 	
 	 	 	 	 	 	
2007 Credit Facility	 	$	—	 	$	29,568	 	
$100 Million Term Loan Facility	 	1,492	 	1,783	 	
$253 Million Term Loan Facility	 	3,135	 	4,708	 	
2010 Notes	 	—	 	3,637	 	
2010 Baltic Trading Credit Facility	 	3,339	 	3,339	 	
Baltic Trading $22 Million Term Loan Facility	 	529	 	518	 	
Baltic Trading $44 Million Term Loan Facility	 	758	 	737	 	
Total deferred financing costs	 	9,253	 	44,290	 	
Less: accumulated amortization	 	2,562	 	22,279	 	
Total	 	$	6,691	 	$	22,011	 	
 
Amortization expense of deferred financing costs for the Successor Company for the period from July 9 to September 30, 2014 was $384.  Amortization expense of deferred financing costs for the Predecessor Company for the period July 1 to July 9, 2014 and for the period from January 1 to July 9, 2014 was $170 and $4,461, respectively.  Amortization expense of deferred financing costs for the Predecessor Company for the three and nine months ended September 30, 2013 was $3,171 and $6,862, respectively.  This amortization expense is recorded as a component of Interest expense in the Condensed Consolidated Statements of Operations.
 
On the Effective Date, the Company eliminated the net unamortized deferred financing costs for the 2007 Credit Facility and the 2010 Notes and classified the changes as Restructuring items, net in the Condensed Consolidated Statements of Operation for the Predecessor Company as both the 2007 Credit Facility and 2010 Notes were terminated as part of the Plan.  Additionally, the unamortized deferred financing costs for the $100 Million Term Loan Facility and the $253 Million Term Loan Facility prior their Restatements and Amendment pursuant to the Plan were eliminated and the Company classified the changes to Restructuring items, net in the Condensed Consolidated Statements of Operation for the Predecessor Company.  Fees and legal expenses for securing the Amended and Restated $100 Million and $253 Million Term Loan Facilities have been capitalized as deferred financing costs and will be amortized over the extended term of the respective loans.
 
16 - FIXED ASSETS
 
Fixed assets consist of the following:
 
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 	 	Successor	 	Predecessor	 	
 	 	September 30,
2014	 	December
31, 2013	 	
Fixed assets, at cost:	 	 	 	 	 	
Vessel equipment	 	$	121	 	$	4,323	 	
Leasehold improvements	 	—	 	2,679	 	
Furniture and fixtures	 	462	 	786	 	
Computer equipment	 	129	 	754	 	
Total costs	 	712	 	8,542	 	
Less: accumulated depreciation and amortization	 	66	 	3,438	 	
Total	 	$	646	 	$	5,104	 	
 
Depreciation and amortization expense for fixed assets for the Successor Company for the period from July 9 to September 30, 2014 was $66.  Depreciation and amortization expense for fixed assets for the Predecessor Company for the period from July 1 to July 9, 2014 and January 1 to July 9, 2014 was $19 and $458, respectively.  Additionally, depreciation and amortization expense for fixed assets for the Predecessor Company for the three and nine months ended September 30, 2013 was $233 and $687, respectively. Refer to Note 4 — Cash Flow Information for information regarding the reclassification from fixed assets to vessels assets during the period from January 1 to July 9, 2014.
 
17 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
Accounts payable and accrued expenses consist of the following:

 	 	Successor	 	Predecessor	 	
 	 	September 30,
2014	 	December
31, 2013	 	
Accounts payable	 	$	17,075	 	$	5,643	 	
Accrued general and administrative expenses	 	6,964	 	8,960	 	
Accrued vessel operating expenses	 	12,910	 	12,756	 	
Total	 	$	36,949	 	$	27,359	 	
 
18 — LIABILITIES SUBJECT TO COMPROMISE
 
As a result of the filing of the Chapter 11 Cases on April 21, 2014, the payment of pre-petition indebtedness is subject to compromise or other treatment under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-bankruptcy filing liabilities are stayed.  Refer to the Financial Statement Presentation section of Note 1 — General Information for the allocation of the reinstatement of the Liabilities subject to compromise on the Effective Date.
 
As of July 9, 2014, Liabilities subject to compromise for the Predecessor Company consist of the following:

 	 	Predecessor	 	
 	 	July 9, 2014	 	
2007 Credit Facility	 	$	1,055,912	 	
$ 100 Million Term Loan Facility	 	73,561	 	
$ 253 Million Term Loan Facility	 	175,718	 	
Interest payable	 	13,199	 	
Terminated interest rate swap liability	 	5,622	 	
Convertible senior note payable	 	117,473	 	
Bond coupon interest payable	 	1,105	 	
Lease obligation	 	815	 	
Pre-petition accounts payable	 	41	 	
Total	 	$	1,443,446	 	
 
19 - REVENUE FROM TIME CHARTERS
 
Total voyage revenue includes revenue earned on time charters, including revenue earned in vessel pools and spot market-related time charters, as well as the sale of bunkers consumed during short-term time charters.  For the period from July 9 to September 30, 2014, the Successor Company earned $43,943 of voyage revenue.  For the period from July 1 to July 9, 2014 and from January 1 to July 9, 2014, the Predecessor Company earned $4,034 and $118,759 of voyage revenue, respectively.  For the three and nine months ended September 30, 2013, the Predecessor Company earned $58,605 and $143,222 of voyage revenue, respectively. There was no profit sharing revenue earned during the nine months ended September 30, 2014 and 2013.  Future minimum time
 
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charter revenue, based on vessels committed to noncancelable time charter contracts as of November 11, 2014, is expected to be $6,051 for the remainder of 2014 and $792 for 2015, assuming off-hire due to any scheduled drydocking and that no additional off-hire time is incurred.  For drydockings, the Company assumes twenty days of offhire.  Future minimum revenue excludes revenue earned for the vessels currently in pool arrangements and vessels that are currently on or will be on spot market-related time charters, as spot rates cannot be estimated, as well as profit sharing revenue.
 
20 — REORGANIZATION ITEMS, NET
 
Reorganization items, net represent amounts incurred and recovered subsequent to the bankruptcy filing as a direct result of the filing of the Chapter 11 Cases and are comprised of the following:

 	 	Successor	 	Predecessor	 	
 	 	Period from July 9,
2014 to September
30, 2014	 	Period from
July 1 to July 9,
2014	 	Period from
January 1 to July
9,
2014	 	
Professional fees incurred	 	$	857	 	$	15,126	 	$	34,981	 	
Trustee fees incurred	 	310	 	—	 	251	 	
Total reorganization fees	 	$	1,167	 	$	15,126	 	$	35,232	 	
 	 	 	 	 	 	 	 	
Gain on settlement of liabilities subject to compromise	 	$	—	 	$	(1,187,689	)	$	(1,187,689	)	
Net gain on debt and equity discharge and issuance	 	—	 	(775,086	)	(775,086	)	
Fresh-start reporting adjustments	 	—	 	1,045,376	 	1,045,376	 	
Total fresh-start adjustment	 	$	—	 	$	(917,399	)	$	(917,399	)	
 	 	 	 	 	 	 	 	
Total reorganization items, net	 	$	1,167	 	$	(902,273	)	$	(882,167	)	
 
21 - COMMITMENTS AND CONTINGENCIES
 
In September 2005, the Company entered into a 15-year lease for office space in New York, New York for which there was a free rental period from September 1, 2005 to July 31, 2006.  On January 6, 2012, the Company ceased the use of this space. During the period from July 1 to July 9, 2014 and during the three months ended September 30, 2013, the Predecessor Company recorded net rent expense of ($13) and ($39), respectively.  During the period from January 1 to July 9, 2014 and during the nine months ended September 30, 2013, the Predecessor Company recorded net rent expense of ($41) and $92, representing the adjustment of the present value of the Company’s estimating remaining rent expense for the duration of the lease after taking into account estimated future sublease income based on the sublease agreement entered into effective November 1, 2013. The current and long-term lease obligations related to this lease agreement as of December 31, 2013 of $176 and $744, respectively, are recorded in the condensed consolidated balance sheet in Current portion of lease obligations and Long-term lease obligation, respectively, for the Predecessor Company.  Pursuant to the Plan that was approved by the Bankruptcy Court, the Debtors rejected this lease agreement on the Effective Date and the Company believes that it will owe the lessor the remaining liability.
 
Effective April 4, 2011, the Company entered into a seven-year sub-sublease agreement for additional office space in New York, New York.  The term of the sub-sublease commenced June 1, 2011, with a free base rental period until October 31, 2011. Following the expiration of the free base rental period, the monthly base rental payments are $82 per month until May 31, 2015 and thereafter will be $90 per month until the end of the seven-year term.  Pursuant to the sub-sublease agreement, the sublessor was obligated to contribute $472 toward the cost of the Company’s alterations to the sub-subleased office space.  The Company has also entered into a direct lease with the over-landlord of such office space that will commence immediately upon the expiration of such sub-sublease agreement, for a term covering the period from May 1, 2018 to September 30, 2025; the direct lease provides for a free base rental period from May 1, 2018 to September 30, 2018.  Following the expiration of the free base rental period, the monthly base rental payments will be $186 per month from October 1, 2018 to April 30, 2023 and $204 per month from May 1, 2023 to September 30, 2025.  For accounting purposes, the sub-sublease agreement and direct lease agreement with the landlord constitutes one lease agreement.  As a result of the straight-line rent calculation generated by the free rent period and the tenant work credit, the monthly straight-line rental expense for the term of the entire lease from June 1, 2011 to September 30, 2025 was $130 for the Predecessor Company.  On the Effective Date, a revised straight-line rent calculation was completed as part of fresh-start reporting.  The revised monthly straight-line rental expense for the term of the lease from the Effective Date to September 30, 2025 is $150.  The Company had a long-term lease obligation at September 30, 2014 and December 31, 2013 of $186 and $2,370, respectively.  Rent expense pertaining to this lease recorded by the Successor Company for the period from July 9 to September 30, 2014 was $410.  Rent expense pertaining to this lease recorded by the Predecessor Company for the period from July 1 to July 9, 2014, January 1 to July 9, 2014 and for the three and nine months ended September 30, 2013 was $34, $813, $389 and $1,168, respectively.
 
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Future minimum rental payments on the above lease for the next five years and thereafter are as follows: $245 for the remainder of 2014, $1,037 for 2015, $1,076 annually for 2016 and 2017, $916 for 2018 and a total of $15,590 for the remaining term of the lease.
 
During the beginning of 2009, the Genco Cavalier, a 2007-built Supramax vessel, was on charter to Samsun when Samsun filed for the equivalent of bankruptcy protection in South Korea, otherwise referred to as a rehabilitation application. On February 5, 2010, the rehabilitation plan submitted by Samsun was approved by the South Korean courts. As part of the rehabilitation process, the Company’s claim of $17,212 will be settled in the following manner; 34.0%, or $5,852, will be paid in cash in annual installments on December 30th of each year from 2010 through 2019 ranging from 8.0% to 17.0%; the remaining 66.0%, or $11,360, was converted to Samsun shares at a specified value per share. On December 30, 2012, a total payment was due from Samsun in the amount of $527 which represents 9.0% of the total $5,852 approved cash settlement. On December 30, 2013, a total payment was due from Samsun in the amount of $468 which represents 8.0% if the total $5,852 approved cash settlement. During the year ended December 30, 2012, Samsun remitted only 50% of the payment due, or $263 and during the year ended December 31, 2013 there was no payment remitted. During the period from July 9 to September 30, 2014, the Successor Company recorded Other operating income of $296 which represents the remaining 50% of the payment that was due on December 30, 2012 including interest earned on those amounts.
 
22 - STOCK-BASED COMPENSATION
 
Genco Shipping & Trading — Predecessor Company
 
The table below summarizes the Predecessor Company’s nonvested stock awards for the period ended July 9, 2014 under the Genco Shipping & Trading Limited 2005 and 2012 Equity Incentive Plans (the “GS&T Plans”).  Under the Plan, on the Effective Date, any unvested shares were deemed vested automatically and Equity Warrants were issued.  Refer to “Successor Company Equity Warrant Agreement” section in Note 1 — General Information for further information.  The vesting of these shares is included in the $1,583 of expense recorded by the Predecessor Company during the period from July 1 to July 9, 2014 as included in the table below.

 	 	Number of
Shares	 	Weighted
Average Grant
Date Price	 	
Outstanding at January 1, 2014 - Predecessor	 	880,465	 	$	7.77	 	
Granted	 	—	 	—	 	
Vested	 	(880,465	)	7.77	 	
Cancelled	 	—	 	—	 	
 	 	 	 	 	 	
Outstanding at July 9, 2014 - Predecessor	 	—	 	$	—	 	
 
The total fair value of shares that vested under the GS&T Plans during the period from January 1 to July 9, 2014 and during the nine months ended September 30, 2013 for the Predecessor Company was $691 and $110, respectively.  The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.
 
For the periods from July 1 to July 9, 2014 and January 1 to July 9, 2014 and for the three and nine months ended September 30, 2014 and 2013, the Predecessor Company recognized nonvested stock amortization expense for the GS&T Plans, which is included in general, administrative and management fees, as follows:

 	 	Predecessor	 	
 	 	Period from
July 1 to July
9, 2014	 	Three Months
Ended
September
30, 2013	 	Period from
January 1 to
July 9, 2014	 	Nine Months
Ended
September
30, 2013	 	
General, administrative, and management fees	 	$	1,583	 	$	749	 	$	2,403	 	$	2,314	 	

Genco Shipping & Trading — Successor Company
 
2014 Management Incentive Plan
 
On the Effective Date, pursuant to the Chapter 11 Plan, the Company adopted the MIP (as defined in Note 1 — General Information). An aggregate of 9,668,061 shares of Common Stock were available for award under the MIP, which were awarded in the form of restricted stock grants and awards of three tiers of MIP Warrants with staggered strike prices based on increasing equity values.  The number of shares of common stock available under the Plan represented approximately 1.8% of the shares of post-
 
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emergence Common Stock outstanding as of the Effective Date on a fully-diluted basis. Awards under the MIP were available to eligible employees, non-employee directors and/or officers of the Company and its subsidiaries (collectively, “Eligible Individuals”). Under the MIP, a committee appointed by the Board from time to time (or, in the absence of such a committee, the Board) (in either case, the “Plan Committee”) may grant a variety of stock-based incentive awards, as the Plan Committee deems appropriate, to Eligible Individuals. The MIP Warrants are exercisable on a cashless basis and contain customary anti-dilution protection in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transaction.
 
On August 7, 2014, pursuant to the MIP, certain individuals were granted MIP Warrants whereby each warrant can be converted on a cashless basis for the amount in excess of the respective strike price. The MIP Warrants were issued in three tranches, which are exercisable for 2,380,664, 2,467,009, and 3,709,788 shares and have exercise prices of $25.91 (the “$25.91 Warrants”), $28.73 (the “$28.73 Warrants”) and $34.19 (the “$34.19 Warrants”), respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $25.91 Warrants, $6.63 for the $28.73 Warrants and $5.63 for the $34.19 Warrants. The warrant values were based upon a calculation using the Black-Scholes-Merton option pricing formula. This model uses inputs such as the underlying price of the shares issued when the warrant is exercised, volatility, cost of capital interest rate and expected life of the instrument. The Company has determined that the warrants should be classified within Level 3 of the fair value hierarchy by evaluating each input for the Monte Carlo Model against the fair value hierarchy criteria and using the lowest level of input as the basis for the fair value classification. The Black-Scholes-Merton option pricing formula used a volatility of 43.91% (representing the six-year volatility of a peer group), a risk-free interest rate of 1.85% and a dividend rate of 0%.  The aggregate fair value of these awards upon emergence from bankruptcy was $54,436. The warrants vest 33.33% on each of the first three anniversaries of the grant date, with accelerated vesting upon a change in control of the Company.
 
For the period from August 7, 2012 to September 30, 2014, the Successor Company recognized amortization expense of the fair value of these warrants of $5,010 which is included in the Company’s Condensed Consolidated Statements of Operations as a component of General, administrative, and management fees. Amortization of the unamortized stock-based compensation balance of $49,426 as of September 30, 2014 is expected to be expensed $8,380, $25,941, $11,496, and $3,609 during the years ending December 31, 2014, 2015, 2016 and 2017, respectively.  The following table summarizes all the warrant activity for the period July 9, 2014 to September 30, 2014:

 	 	Number of
Warrants	 	Weighted
Average Exercise
Price	 	Weighted
Average Fair
Value	 	
Outstanding at July 9, 2014 - Successor	 	—	 	$	—	 	$	—	 	
Granted	 	8,557,461	 	30.31	 	6.36	 	
Exercised	 	—	 	—	 	—	 	
Forfeited	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	
Outstanding at September 30, 2014 - Successor	 	8,557,461	 	$	30.31	 	$	6.36	 	
 
The following table summarizes certain information about the warrants outstanding as of September 30, 2014:
 
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 	 	Warrants Outstanding,
September 30, 2014	 	Warrants Exercisable,
September 30, 2014	 	
Weighted
Average
Exercise Price	 	Number of
Warrants	 	Weighted
Average
Exercise
Price	 	Weighted
Average
Remaining
Contractual
Life	 	Number of
Warrants	 	Weighted
Average
Exercise
Price	 	
$	30.31	 	8,557,461	 	$	30.31	 	5.86	 	—	 	—	 	

The table below summarizes the Successor Company’s nonvested stock awards for the period from July 9 to September 30, 2014 that were issued under the 2014 MIP Plan:

 	 	Number of
Shares	 	Weighted
Average Grant
Date Price	 	
Outstanding at July 9, 2014 - Successor	 	—	 	$	—	 	
Granted	 	1,110,600	 	20.00	 	
Vested	 	—	 	—	 	
Forfeited	 	—	 	—	 	
 	 	 	 	 	 	
Outstanding at September 30, 2014 - Successor	 	1,110,600	 	$	20.00	 	
 
The total fair value of restricted shares that vested under the 2014 MIP Plan during the period from July 9 to September 30, 2014 for the Successor Company was $0.  The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.
 
For the period from July 9 to September 30, 2014, the Successor Company recognized nonvested stock amortization expense for the 2014 MIP Plan restricted shares, which is included in general, administrative and management fees, as follows:

 	 	Successor	 	
 	 	Period from
July 9 to
September
30, 2014	 	
General, administrative, and management fees	 	$	2,044	 	

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of September 30, 2014, unrecognized compensation cost of $20,168 related to nonvested stock will be recognized over a weighted-average period of 2.85 years.
 
Baltic Trading Limited
 
On March 13, 2014, Baltic Trading’s Board of Directors approved an amendment to the Baltic Trading Limited 2010 Equity Incentive Plan (the “Baltic Trading Plan”) that increased the aggregate number of shares of common stock available for awards from 2,000,000 to 6,000,000 shares.  Additionally, on April 9, 2014, at Baltic Trading’s 2014 Annual Meeting of Shareholders, Baltic Trading’s shareholders approved the amendment to the Baltic Trading Plan.
 
The following table presents a summary of Baltic Trading’s nonvested stock awards for the nine months ended September 30, 2014 under the Baltic Trading Plan:

 	 	Number of Baltic
Trading
Common
Shares	 	Weighted
Average Grant
Date Price	 	
Outstanding at January 1, 2014	 	1,381,429	 	$	6.03	 	
Granted	 	36,345	 	6.19	 	
Vested	 	(176,180	)	10.53	 	
Forfeited	 	—	 	—	 	
 	 	 	 	 	 	
Outstanding at September 30, 2014	 	1,241,594	 	$	5.39	 	
 
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The total fair value of shares that vested under the Baltic Trading Plan during the period from July 9 to September 30, 2014, the period from January 1 to July 9, 2014 and during the nine months ended September 30, 2013 was $0, $1,143 and $643, respectively.  The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.
 
The Successor Company and the Predecessor Company recognized nonvested stock amortization expense for the Baltic Trading Plan, which is included in general, administrative and management fees, as follows:

 	 	Successor	 	Predecessor	 	
 	 	Period from
July 9 to
September 30,
2014	 	Period from
July 1 to July 9,
2014	 	Three
Months
Ended
September
30, 2013	 	Period from
January 1 to
July 9, 2014	 	Nine Months
Ended
September
30, 2013	 	
General, administrative, and management fees	 	$	818	 	$	78	 	$	341	 	$	1,949	 	$	1,156	 	

The Company is amortizing Baltic Trading’s grants over the applicable vesting periods, net of anticipated forfeitures.  As of September 30, 2014, unrecognized compensation cost of $3,392 related to nonvested stock will be recognized over a weighted-average period of 2.76 years.
 
23 - SHARE REPURCHASE PROGRAM
 
Since the inception of its share repurchase program through July 9, 2014, the Predecessor Company repurchased and retired 278,300 shares of its common stock for $11,500.  Prior to the termination of the 2007 Credit Facility pursuant to the Plan, the terms of the 2007 Credit Facility required the Company to suspend all share repurchases until the Company can represent that it is in a position to again satisfy the collateral maintenance covenant.  No share repurchases were made by the Predecessor Company during the period from January 1 to July 9, 2014 and during the nine months ended September 30, 2013.
 
24 - LEGAL PROCEEDINGS
 
Refer to Note 1 — General Information for information concerning the Chapter 11 Cases.
 
On March 28, 2014, the Genco Auvergne was arrested due to a disputed claim with the charterer of one of the Company’s other vessels, namely the Genco Ardennes. In order for the Company to release the Genco Auvergne from its arrest, the Company entered into a cash collateralized $900 bank guarantee with Skandinaviska Enskilda Banken AB (the “SEB Bank Guarantee”) on April 3, 2014. The vessel has since been released from its arrest and the bank guarantee will remain in an escrow account until the arbitration related to this case is completed. The SEB Bank Guarantee resulted in additional indebtedness by the Company. As the Company was in default under the covenants of its 2007 Credit Facility due to the default on a scheduled debt amortization payment due on March 31, 2014, on April 3, 2014 the Company received a consent from the lenders under the 2007 Credit Facility to incur this additional indebtedness. Also, under the $253 Million Term Loan Facility for which the Genco Auvergne is collateralized, the Company may not incur additional indebtedness related to its collateralized vessels under this facility. The Company also received a consent from the lenders under the $253 Million Term Loan Facility on April 3, 2014 in order to enter the SEB Bank Guarantee.  The $900 to collateralize the bank guarantee has been recorded as Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets as of September 30, 2014.
 
From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.  The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, results of operations or cash flows besides those noted above.
 
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25 - SUBSEQUENT EVENTS
 
On October 29, 2014, Baltic Trading took delivery of the Baltic Hornet, a 63,574 dwt Ultramax newbuilding from Yangfan Group Co., Ltd.  Baltic Trading utilized cash on hand and $16,800 of proceeds from the 2014 Baltic Trading Term Loan Facilities to pay the remaining balance of $19,400 for the Baltic Hornet.
 
On November 4, 2014, Baltic Trading declared a dividend of $0.01 per share to be paid on or about November 26, 2014 to shareholders of record as of November 20, 2014.  The aggregate amount of the dividend is expected to be approximately $576, of which approximately $512 will be paid to minority shareholders, which Baltic Trading anticipates will be funded from cash on hand at the time payment is to be made.
 
ITEM 2 .                          MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance.  These forward-looking statements are based on management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this report are the following: (i) declines in demand or rates in the drybulk shipping industry; (ii) prolonged weakness in drybulk shipping rates; (iii) changes in the supply of or demand for drybulk products, generally or in particular regions; (iv) changes in the supply of drybulk carriers including newbuilding of vessels or lower than anticipated scrapping of older vessels; (v) changes in rules and regulations applicable to the cargo industry, including, without limitation, legislation adopted by international organizations or by individual countries and actions taken by regulatory authorities; (vi) increases in costs and expenses including but not limited to: crew wages, insurance, provisions, repairs, maintenance and general, administrative and management fee expenses; (vii) whether our insurance arrangements are adequate; (viii) changes in general domestic and international political conditions; (ix) acts of war, terrorism, or piracy; (x) changes in the condition of the our vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs) and unanticipated drydock expenditures; (xi) our acquisition or disposition of vessels; (xii) the amount of offhire time needed to complete repairs on vessels and the timing and amount of any reimbursement by our insurance carriers for insurance claims, including offhire days; (xiii) the completion of definitive documentation with respect to time charters; (xiv) charterers’ compliance with the terms of their charters in the current market environment; (xv) the fulfillment of the closing conditions under, or the execution of additional documentation for, Baltic Trading’s agreements to acquire vessels; (xvi) obtaining, completion of definitive documentation for, and funding of financing for the vessel acquisitions on acceptable terms; (xvii) the extent to which our operating results continue to be affected by weakness in market conditions and charter rates;  (xviii) our ability to maintain contracts that are critical to our operation, to obtain and maintain acceptable terms with our vendors, customers and service providers and to retain key executives, managers and employees; (xix) the timing and realization of the recoveries of assets and the payments of claims and the amount of expenses required to recognize such recoveries and reconcile such claims; (xx) our ability to obtain sufficient and acceptable post-restructuring financing; and other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2013 and subsequent reports on Form 8-K and Form 10-Q .
 
The following management’s discussion and analysis should be read in conjunction with our historical consolidated financial statements and the related notes included in this Form 10-Q.
 
General
 
We are a Marshall Islands company that transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk carrier vessels.  Excluding vessels of Baltic Trading Limited (“Baltic Trading”), our fleet currently consists of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize drybulk carriers, with an aggregate carrying capacity of approximately 3,810,000 dwt, and the average age of our fleet is currently approximately 9.5 years, as compared to the average age for the world fleet of approximately 9 years for the drybulk shipping segments in which we compete.  We seek to deploy our vessels on time charters, spot market-related time charters or in vessel pools trading in the spot market, to reputable charterers, including Cargill International S.A., Pacific Basin Chartering Ltd., Swissmarine Services S.A. and the Clipper Logger Pool, in which Clipper Group acts as the pool manager.  The majority of the vessels in our current fleet are presently engaged under time charter and spot market-related time charter contracts that expire (assuming the option periods in the time charters are not exercised) between November 2014 and December 2015.
 
In addition, Baltic Trading’s fleet currently consists of four Capesize, one Ultramax, four Supramax and five Handysize drybulk carriers with an aggregate carrying capacity of approximately 1,159,000 dwt.  After the expected delivery of the three
 
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additional Ultramax newbuilding vessels that Baltic Trading has agreed to acquire, Baltic Trading will own a fleet of 17 drybulk vessels, consisting of four Capesize, four Ultramax, four Supramax and five Handysize drybulk carriers with a total carrying capacity of approximately 1,351,000 dwt.
 
See pages 51-55 for a table of all vessels that have been or are expected to be delivered to us, including Baltic Trading’s vessels.
 
On April 21, 2014, the Debtors filed the Chapter 11 Filing. On July 2, 2014, the Bankruptcy Court entered the Confirmation Order which approved and confirmed the Plan. On the Effective Date of July 9, 2014, the Debtors emerged from Chapter 11 through a series of transactions contemplated by the Plan, and the Plan became effective pursuant to its terms.  Refer to Note 1 in our Condensed Consolidated Financial Statements contained in this Quarterly Report for a detailed description of the Plan.
 
Baltic Trading, formerly our wholly-owned subsidiary, completed its initial public offering, or IPO, on March 15, 2010. On May 28, 2013, Baltic Trading closed an equity offering of 6,419,217 shares of common stock at an offering price of $3.60 per share. Baltic Trading received net proceeds of approximately $21.6 million after deducting underwriters’ fees and expenses. Additionally, on September 25, 2013, Baltic Trading closed an equity offering of 13,800,000 shares of common stock at an offering price of $4.60 per share. Baltic Trading received net proceeds of approximately $59.5 million after deducting underwriters’ fees and expenses. Lastly, on November 18, 2013, Baltic Trading closed an equity offering of 12,650,000 shares of common stock at an offering price of $4.60 per share. Baltic Trading received net proceeds of approximately $55.1 million after deducting underwriters’ fees and expenses. As a result of Baltic Trading’s equity offerings completed on May 28, 2013, September 25, 2013 and November 18, 2013, we were issued 128,383, 276,000 and 253,000 shares, respectively, of Class B stock, which represents 2% of the number of common shares issued. As of September 30, 2014, our wholly-owned subsidiary Genco Investments LLC owned 6,356,471 shares of Baltic Trading’s Class B Stock, which represents an 11.04% ownership interest in Baltic Trading at September 30, 2014 and 65.06% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock. Baltic Trading is consolidated as we control a majority of the voting interest in Baltic Trading. Management’s discussion and analysis of our results of operations and financial condition includes the results of Baltic Trading.
 
We entered into a long-term management agreement (the “Management Agreement”) with Baltic Trading pursuant to which we apply our expertise and experience in the drybulk industry to provide Baltic Trading with commercial, technical, administrative and strategic services.  The Management Agreement is for an initial term of approximately 15 years and will automatically renew for additional five-year periods unless terminated in accordance with its terms.  Baltic Trading will pay us for the services we provide it as well as reimburse us for our costs and expenses incurred in providing certain of these services.  Management fee income we earn from the Management Agreement net of any allocated shared expenses, such as salary, office expenses and other general and administrative fees, will be taxable to us.  Upon consolidation with Baltic Trading, any management fee income earned is eliminated for financial reporting purposes.  Baltic Trading has the right to terminate the Management Agreement upon the occurrence of certain events, including a Manager Change of Control (as defined in the Management Agreement), without making a termination payment. Some of these have occurred as a result of the transactions contemplated by the Plan, including the consummation of any transaction that results in (i) any “person” (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934), other than Peter Georgiopoulos or any of his affiliates, becoming the beneficial owner of 25% of the Company’s voting securities or (ii) the Company’s stock ceasing to be traded on the New York Stock Exchange or any other internationally recognized stock exchange. Therefore, Baltic Trading may have the right to terminate the Management Agreement, although Baltic Trading may be prevented or delayed from doing so because of the effect of applicable bankruptcy law, including the automatic stay provisions of the United States Bankruptcy Code and the provisions of the Prepack Plan and the Confirmation Order.
 
On July 2, 2013, Baltic Trading entered into agreements to purchase two Handysize drybulk vessels from subsidiaries of Clipper Group for an aggregate purchase price of $41.0 million. The Baltic Hare, a 2009-built Handysize vessel, was delivered on September 5, 2013 and the Baltic Fox, a 2010-built Handysize vessel, was delivered on September 6, 2013. Baltic Trading funded a portion of the purchase price of the vessels using proceeds from its registered follow-on common stock offering completed on May 28, 2013. For the remainder of the purchase price, Baltic Trading drew down $22.0 million under its secured loan agreement with DVB Bank SE (the “Baltic Trading $22 Million Term Loan Facility”). Refer to Note 9 — Debt in our condensed consolidated financial statements for further information regarding this credit facility.
 
On October 31, 2013, Baltic Trading entered into agreements to purchase two Capesize drybulk vessels from affiliates of SK Shipping Co. Ltd. for an aggregate purchase price of $103.0 million. The Baltic Lion, a 2012-built Capesize drybulk vessel, was delivered on December 27, 2013, and the Baltic Tiger, a 2011-built Capesize vessel, was delivered on November 26, 2013. Baltic Trading funded a portion of the purchase price of the vessels using proceeds from its common stock offering completed on September 25, 2013. For the remainder of the purchase price, Baltic Trading drew down $44.0 million under its secured loan agreement with DVB Bank SE (the “Baltic Trading $44 Million Term Loan Facility”). Refer to Note 9 — Debt in our condensed consolidated financial statements for further information regarding this credit facility.
 
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On November 13, 2013, Baltic Trading entered into agreements to purchase up to four 64,000 dwt Ultramax newbuilding drybulk carriers from Yangfan Group Co., Ltd. for a purchase of $28.0 million per vessel, or up to $112.0 million in the aggregate. Baltic Trading has agreed to purchase two such vessels, to be renamed the Baltic Hornet and Baltic Wasp, and obtained an option to purchase up to two additional such vessels for the same purchase price, which Baltic Trading exercised on January 8, 2014. These vessels are to be renamed the Baltic Mantis and the Baltic Scorpion. The purchases are subject to completion of customary additional documentation and closing conditions. The first of these vessels, the Baltic Hornet, was delivered on October 29, 2014.  The Baltic Wasp is expected to be delivered to Baltic Trading during the fourth quarter of 2014. The Baltic Scorpion and the Baltic Mantis are expected to be delivered to Baltic Trading during the second and third quarters of 2015, respectively. Baltic Trading intends to use a combination of cash on hand, future cash flow from operations as well as debt or equity financing, including the 2014 Baltic Trading Term Loan Facilities as described in Note 9 — Debt in our condensed consolidated financial statements, to fully finance the acquisition of these four Ultramax newbuilding drybulk vessels.  If Baltic Trading is unable to obtain such debt or equity financing to fund the vessels, it may pursue alternatives, including refinancing its existing indebtedness or dispositions of assets.
 
Our management team and our other employees are responsible for the commercial and strategic management of our fleet. Commercial management includes the negotiation of charters for vessels, managing the mix of various types of charters, such as time charters, voyage charters and spot market-related time charters, and monitoring the performance of our vessels under their charters. Strategic management includes locating, purchasing, financing and selling vessels. We currently contract with three independent technical managers to provide technical management of our fleet at a lower cost than we believe would be possible in-house. Technical management involves the day-to-day management of vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies. Members of our New York City-based management team oversee the activities of our independent technical managers.
 
We hold an investment in the capital stock of Jinhui Shipping and Transportation Limited (“Jinhui”) and Korea Line Corporation (“KLC”). Jinhui is a drybulk shipping owner and operator focused on the Supramax segment of drybulk shipping. KLC is a marine transportation service company which operates a fleet of carriers which includes carriers for iron ore, liquefied natural gas and tankers for oil and petroleum products.
 
We provide technical services for drybulk vessels purchased by Maritime Equity Partners LLC (“MEP”) under an agency agreement between us and MEP.  These services include oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but do not include chartering services.  The services are provided for a fee of $750 per ship per day plus reimbursement of out-of-pocket costs and will be provided for an initial term of one year.  MEP has the right to cancel provision of services on 60 days’ notice with payment of a one-year termination fee upon a change of our control.  We may terminate provision of the services at any time on 60 days’ notice.  Peter C. Georgiopoulos, our Chairman of the Board of Directors, controls and has a minority interest in MEP.  This arrangement was approved by an independent committee of our Board of Directors.
 
Factors Affecting Our Results of Operations
 
We believe that the following table reflects important measures for analyzing trends in our results of operations.  The table reflects our ownership days, available days, operating days, fleet utilization, TCE rates and daily vessel operating expenses for the three and nine months ended September 30, 2014 and 2013 on a consolidated basis, which includes the operations of Baltic Trading.  The period from July 9 to September 30, 2014 (Successor Company) and the period from July 1 to July 9, 2014 and January 1 to July 9, 2014 (Predecessor Company) are distinct reporting periods as a result of our emergence from bankruptcy on July 9, 2014.  References in these results of operation and the percentage change combine the Successor Company and Predecessor Company results for the three and nine months ended September 30, 2014 in order to provide comparability of such information to the three and nine-month period ended September 30, 2013.
 
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 	 	For the Three Months Ended 
 September 30,	 	Increase	 	 	 	
 	 	2014	 	2013	 	(Decrease)	 	% Change	 	
Fleet Data:	 	 	 	 	 	 	 	 	 	
Ownership days (1)	 	 	 	 	 	 	 	 	 	
Capesize	 	1,196.0	 	1,012.0	 	184.0	 	18.2	%	
Panamax	 	736.0	 	736.0	 	—	 	—	 	
Supramax	 	1,932.0	 	1,932.0	 	—	 	—	 	
Handymax	 	552.0	 	552.0	 	—	 	—	 	
Handysize	 	1,656.0	 	1,522.1	 	133.9	 	8.8	%	
 	 	 	 	 	 	 	 	 	 	
Total	 	6,072.0	 	5,754.1	 	317.9	 	5.5	%	
 	 	 	 	 	 	 	 	 	 	
Available days (2)	 	 	 	 	 	 	 	 	 	
Capesize	 	1,179.6	 	1,012.0	 	167.6	 	16.6	%	
Panamax	 	719.5	 	736.0	 	(16.5	)	(2.2	)%	
Supramax	 	1,836.0	 	1,902.7	 	(66.7	)	(3.5	)%	
Handymax	 	516.9	 	547.7	 	(30.8	)	(5.6	)%	
Handysize	 	1,652.4	 	1,508.3	 	144.1	 	9.6	%	
 	 	 	 	 	 	 	 	 	 	
Total	 	5,904.4	 	5,706.7	 	197.7	 	3.5	%	
 	 	 	 	 	 	 	 	 	 	
Operating days (3)	 	 	 	 	 	 	 	 	 	
Capesize	 	1,175.1	 	1,012.0	 	163.1	 	16.1	%	
Panamax	 	715.6	 	736.0	 	(20.4	)	(2.8	)%	
Supramax	 	1,815.0	 	1,882.1	 	(67.1	)	(3.6	)%	
Handymax	 	501.3	 	539.6	 	(38.3	)	(7.1	)%	
Handysize	 	1,632.8	 	1,495.1	 	137.7	 	9.2	%	
 	 	 	 	 	 	 	 	 	 	
Total	 	5,839.8	 	5,664.8	 	175.0	 	3.1	%	
 	 	 	 	 	 	 	 	 	 	
Fleet utilization (4)	 	 	 	 	 	 	 	 	 	
Capesize	 	99.6	%	100.0	%	(0.4	)%	(0.4	)%	
Panamax	 	99.5	%	100.0	%	(0.5	)%	(0.5	)%	
Supramax	 	98.9	%	98.9	%	—	 	—	 	
Handymax	 	97.0	%	98.5	%	(1.5	)%	(1.5	)%	
Handysize	 	98.8	%	99.1	%	(0.3	)%	(0.3	)%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	98.9	%	99.3	%	(0.4	)%	(0.4	)%	

 	 	For the Three Months Ended 
 September 30,	 	Increase	 	 	 	
 	 	2014	 	2013	 	(Decrease)	 	% Change	 	
 	 	(U.S. dollars)	 	 	 	 	 	
Average Daily Results:	 	 	 	 	 	 	 	 	 	
Time Charter Equivalent (5)	 	 	 	 	 	 	 	 	 	
Capesize	 	$	12,131	 	$	18,178	 	$	(6,047	)	(33.3	)%	
Panamax	 	5,474	 	8,528	 	(3,054	)	(35.8	)%	
Supramax	 	6,978	 	8,196	 	(1,218	)	(14.9	)%	
Handymax	 	6,502	 	7,811	 	(1,309	)	(16.8	)%	
Handysize	 	6,670	 	7,855	 	(1,185	)	(15.1	)%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	7,696	 	9,882	 	(2,186	)	(22.1	)%	
 	 	 	 	 	 	 	 	 	 	
Daily vessel operating expenses (6)	 	 	 	 	 	 	 	 	 	
Capesize	 	$	5,532	 	$	5,154	 	$	378	 	7.3	%	
Panamax	 	4,767	 	4,524	 	243	 	5.4	%	
Supramax	 	4,929	 	4,724	 	205	 	4.3	%	
Handymax	 	5,781	 	5,241	 	540	 	10.3	%	
Handysize	 	4,414	 	4,565	 	(151	)	(3.3	)%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	4,965	 	4,782	 	183	 	3.8	%	
 
46 

Table of Contents

 	 	For the Nine Months Ended 
 September 30,	 	Increase	 	 	 	
 	 	2014	 	2013	 	(Decrease)	 	% Change	 	
Fleet Data:	 	 	 	 	 	 	 	 	 	
Ownership days (1)	 	 	 	 	 	 	 	 	 	
Capesize	 	3,549.0	 	3,003.0	 	546.0	 	18.2	%	
Panamax	 	2,184.0	 	2,184.0	 	—	 	—	 	
Supramax	 	5,733.0	 	5,733.0	 	—	 	—	 	
Handymax	 	1,638.0	 	1,638.0	 	—	 	—	 	
Handysize	 	4,914.0	 	4,418.1	 	495.9	 	11.2	%	
 	 	 	 	 	 	 	 	 	 	
Total	 	18,018.0	 	16,976.1	 	1,041.9	 	6.1	%	
 	 	 	 	 	 	 	 	 	 	
Available days (2)	 	 	 	 	 	 	 	 	 	
Capesize	 	3,532.6	 	2,986.6	 	546.0	 	18.3	%	
Panamax	 	2,097.9	 	2,184.0	 	(86.1	)	(3.9	)%	
Supramax	 	5,448.3	 	5,649.6	 	(201.3	)	(3.6	)%	
Handymax	 	1,556.1	 	1,614.0	 	(57.9	)	(3.6	)%	
Handysize	 	4,826.3	 	4,378.2	 	448.1	 	10.2	%	
 	 	 	 	 	 	 	 	 	 	
Total	 	17,461.2	 	16,812.4	 	648.8	 	3.9	%	
 	 	 	 	 	 	 	 	 	 	
Operating days (3)	 	 	 	 	 	 	 	 	 	
Capesize	 	3,525.4	 	2,985.1	 	540.3	 	18.1	%	
Panamax	 	2,090.0	 	2,165.5	 	(75.5	)	(3.5	)%	
Supramax	 	5,373.7	 	5,611.5	 	(237.8	)	(4.2	)%	
Handymax	 	1,516.8	 	1,593.9	 	(77.1	)	(4.8	)%	
Handysize	 	4,699.6	 	4,349.1	 	350.5	 	8.1	%	
 	 	 	 	 	 	 	 	 	 	
Total	 	17,205.5	 	16,705.1	 	500.4	 	3.0	%	
 	 	 	 	 	 	 	 	 	 	
Fleet utilization (4)	 	 	 	 	 	 	 	 	 	
Capesize	 	99.8	%	99.9	%	(0.1	)%	(0.1	)%	
Panamax	 	99.6	%	99.2	%	0.4	%	0.4	%	
Supramax	 	98.6	%	99.3	%	(0.7	)%	(0.7	)%	
Handymax	 	97.5	%	98.8	%	(1.3	)%	(1.3	)%	
Handysize	 	97.4	%	99.3	%	(1.9	)%	(1.9	)%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	98.5	%	99.4	%	(0.9	)%	(0.9	)%	

 	 	For the Nine Months Ended 
 September 30,	 	Increase	 	 	 	
 	 	2014	 	2013	 	(Decrease)	 	% Change	 	
 	 	(U.S. dollars)	 	 	 	 	 	
Average Daily Results:	 	 	 	 	 	 	 	 	 	
Time Charter Equivalent (5)	 	 	 	 	 	 	 	 	 	
Capesize	 	$	13,095	 	$	10,081	 	$	3,014	 	29.9	%	
Panamax	 	7,016	 	7,396	 	(380	)	(5.1	)%	
Supramax	 	8,246	 	8,119	 	127	 	1.6	%	
Handymax	 	7,979	 	7,137	 	842	 	11.8	%	
Handysize	 	7,854	 	7,588	 	266	 	3.5	%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	8,947	 	8,141	 	806	 	9.9	%	
 	 	 	 	 	 	 	 	 	 	
Daily vessel operating expenses (6)	 	 	 	 	 	 	 	 	 	
Capesize	 	$	5,430	 	$	5,341	 	$	89	 	1.7	%	
Panamax	 	5,232	 	4,824	 	408	 	8.5	%	
Supramax	 	5,166	 	4,711	 	455	 	9.7	%	
Handymax	 	5,280	 	4,841	 	439	 	9.1	%	
Handysize	 	4,672	 	4,502	 	170	 	3.8	%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	5,101	 	4,795	 	306	 	6.4	%	

Definitions
 
In order to understand our discussion of our results of operations, it is important to understand the meaning of the following terms used in our analysis and the factors that influence our results of operations.
 
47 

Table of Contents
 
(1) Ownership days .  We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.
 
(2) Available days .  We define available days as the number of our ownership days in a period less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of time that we spend positioning our vessels between time charters. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues.
 
(3) Operating days .  We define operating days as the number of our available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.
 
(4) Fleet utilization .  We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning.
 
(5) TCE rates .  We define TCE rates as net voyage revenue (voyage revenues less voyage expenses) divided by the number of our available days during the period, which is consistent with industry standards. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts.

 	 	For the Three Months Ended 
 September 30,	 	For the Nine Months Ended 
 September 30,	 	
 	 	2014	 	2013	 	2014	 	2013	 	
 	 	 	 	 	 	 	 	 	 	
Voyage revenues (in thousands)	 	$	47,977	 	$	58,605	 	$	162,702	 	$	143,222	 	
Voyage expenses (in thousands)	 	2,535	 	2,212	 	6,475	 	6,352	 	
 	 	$	45,442	 	$	56,393	 	$	156,227	 	$	136,870	 	
Total available days	 	5,904.4	 	5,706.7	 	17,461.2	 	16,812.4	 	
Total TCE rate	 	$	7,696	 	$	9,882	 	$	8,947	 	$	8,141	 	
 
(6) Daily vessel operating expenses .  We define daily vessel operating expenses as vessel operating expenses divided by ownership days for the period.  Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses.
 
Operating Data
 
The following tables represent the operating data for the three and nine months ended September 30, 2014 and 2013 on a consolidated basis, which includes the operations of Baltic Trading.  The period from July 9 to September 30, 2014 (Successor Company) and the period from July 1 to July 9, 2014 and January 1 to July 9, 2014 (Predecessor Company) are distinct reporting periods as a result of our emergence from bankruptcy on July 9, 2014.  References in these results of operation and the percentage change combine the Successor Company and Predecessor Company results for the three and nine months ended September 30, 2014 in order to provide comparability of such information to the three and nine-month period ended September 30, 2013.  We did not compare the share and per share amounts, since the change in our capital structure as a result of the bankruptcy renders these not comparable between the Successor Company and Predecessor Company.
 
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Table of Contents

 	 	Successor	 	Predecessor	 	Combined	 	Predecessor	 	 	 	 	 	
 	 	Period from
July 9 to
September 30,
2014	 	Period from
July 1
to July 9,
2014	 	Three Months
Ended September
30, 2014	 	Three Months
Ended
September 30,
2013	 	Change	 	% Change	 	
 	 	(U.S. dollars in thousands, except for per share amounts)	 	 	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Voyage revenues	 	$	43,943	 	$	4,034	 	$	47,977	 	$	58,605	 	$	(10,628	)	(18.1	)%	
Service revenues	 	756	 	72	 	828	 	828	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	44,699	 	4,106	 	48,805	 	59,433	 	(10,628	)	(17.9	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating Expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Voyage expenses	 	2,335	 	200	 	2,535	 	2,212	 	323	 	14.6	%	
Vessel operating expenses	 	27,248	 	2,902	 	30,150	 	27,515	 	2,635	 	9.6	%	
General, administrative and management fees	 	15,492	 	6,147	 	21,639	 	7,871	 	13,768	 	174.9	%	
Depreciation and amortization	 	17,356	 	3,213	 	20,569	 	35,222	 	(14,653	)	(41.6	)%	
Other operating income	 	(296	)	—	 	(296	)	—	 	(296	)	100.0	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses	 	62,135	 	12,462	 	74,597	 	72,820	 	1,777	 	2.4	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating loss	 	(17,436	)	(8,356	)	(25,792	)	(13,387	)	(12,405	)	92.7	%	
Other expense	 	(3,566	)	(1,528	)	(5,094	)	(23,110	)	18,016	 	(78.0	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before reorganization items, net	 	(21,002	)	(9,884	)	(30,886	)	(36,497	)	5,611	 	(15.4	)%	
Reorganization items, net	 	(1,167	)	902,273	 	901,106	 	—	 	901,106	 	100.0	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Loss) income before income taxes	 	(22,169	)	892,389	 	870,220	 	(36,497	)	906,717	 	(2,484.4	)%	
Income tax expense	 	(393	)	(38	)	(431	)	(479	)	48	 	(10.0	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income	 	(22,562	)	892,351	 	869,789	 	(36,976	)	906,765	 	(2,452.3	)%	
Less: Net loss attributable to noncontrolling interest	 	(4,272	)	(568	)	(4,840	)	(1,942	)	(2,898	)	149.2	%	
Net (loss) income attributable to Genco Shipping & Trading Limited	 	$	(18,290	)	$	892,919	 	$	874,629	 	$	(35,034	)	$	909,663	 	(2,596.5	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) earnings per share - basic	 	$	(0.30	)	$	20.49	 	$	N/A	 	$	(0.81	)	$	N/A	 	N/A	 	
Net (loss) earnings per share - diluted	 	$	(0.30	)	$	20.49	 	$	N/A	 	$	(0.81	)	$	N/A	 	N/A	 	
Dividends declared and paid per share	 	$	—	 	$	—	 	$	—	 	$	—	 	$	—	 	—	 	
Weighted average common shares outstanding - basic	 	60,299,766	 	43,568,942	 	N/A	 	43,231,510	 	N/A	 	N/A	 	
Weighted average common shares outstanding - diluted	 	60,299,766	 	43,568,942	 	N/A	 	43,231,510	 	N/A	 	N/A	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA (1)	 	$	3,032	 	$	897,699	 	$	900,731	 	$	23,732	 	$	876,999	 	3,695.4	%	
 
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Table of Contents

 	 	Successor	 	Predecessor	 	Combined	 	Predecessor	 	 	 	 	 	
 	 	Period from
July 9 to
September 30,
2014	 	Period from
January 1
to July 9,
2014	 	Nine Months
Ended September 
30, 2014	 	Nine Months
Ended
September 30,
2013	 	Change	 	% Change	 	
 	 	(U.S. dollars in thousands, except for per share amounts)	 	 	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Voyage revenues	 	$	43,943	 	$	118,759	 	$	162,702	 	$	143,222	 	$	19,480	 	13.6	%	
Service revenues	 	756	 	1,701	 	2,457	 	2,457	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	44,699	 	120,460	 	165,159	 	145,679	 	19,480	 	13.4	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating Expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Voyage expenses	 	2,335	 	4,140	 	6,475	 	6,352	 	123	 	1.9	%	
Vessel operating expenses	 	27,248	 	64,670	 	91,918	 	81,400	 	10,518	 	12.9	%	
General, administrative and management fees	 	15,492	 	31,371	 	46,863	 	24,543	 	22,320	 	90.9	%	
Depreciation and amortization	 	17,356	 	75,952	 	93,308	 	104,322	 	(11,014	)	(10.6	)%	
Other operating income	 	(296	)	—	 	(296	)	—	 	(296	)	100.0	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses	 	62,135	 	176,133	 	238,268	 	216,617	 	21,651	 	10.0	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating loss	 	(17,436	)	(55,673	)	(73,109	)	(70,938	)	(2,171	)	3.1	%	
Other expense	 	(3,566	)	(41,122	)	(44,688	)	(65,931	)	21,243	 	(32.2	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before reorganization items, net	 	(21,002	)	(96,795	)	(117,797	)	(136,869	)	19,072	 	(13.9	)%	
Reorganization items, net	 	(1,167	)	882,167	 	881,000	 	—	 	881,000	 	100.0	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Loss) income before income taxes	 	(22,169	)	785,372	 	763,203	 	(136,869	)	900,072	 	(657.6	)%	
Income tax expense	 	(393	)	(815	)	(1,208	)	(997	)	(211	)	21.2	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income	 	(22,562	)	784,557	 	761,995	 	(137,866	)	899,861	 	(652.7	)%	
Less: Net loss attributable to noncontrolling interest	 	(4,272	)	(8,734	)	(13,006	)	(9,300	)	(3,706	)	39.8	%	
Net (loss) income attributable to Genco Shipping & Trading Limited	 	$	(18,290	)	$	793,291	 	$	775,001	 	$	(128,566	)	$	903,567	 	(702.8	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) earnings per share - basic	 	$	(0.30	)	$	18.21	 	$	N/A	 	$	(2.98	)	$	N/A	 	N/A	 	
Net (loss) earnings per share - diluted	 	$	(0.30	)	$	18.21	 	$	N/A	 	$	(2.98	)	$	N/A	 	N/A	 	
Dividends declared and paid per share	 	$	—	 	$	—	 	$	—	 	$	—	 	$	—	 	—	 	
Weighted average common shares outstanding - basic	 	60,299,766	 	43,568,942	 	N/A	 	43,196,895	 	N/A	 	N/A	 	
Weighted average common shares outstanding - diluted	 	60,299,766	 	43,568,942	 	N/A	 	43,196,895	 	N/A	 	N/A	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA (1)	 	$	3,032	 	$	911,074	 	$	914,106	 	$	42,626	 	$	871,480	 	2,044.5	%	

(1)          EBITDA represents net (loss) income attributable to Genco Shipping & Trading Limited plus net interest expense, taxes and depreciation and amortization.  EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers.  Our management uses EBITDA as a performance measure in our consolidated internal financial statements, and it is presented for review at our board meetings.  We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often results in significant depreciation and cost of financing.  EBITDA presents investors with a measure in addition to net income to evaluate our performance prior to these costs.  EBITDA is not an item recognized by U.S. GAAP and should not be considered as an alternative to net income, operating income or any other indicator of a company’s operating performance required by U.S. GAAP.  EBITDA is not a measure of liquidity or cash flows as shown in our consolidated statements of cash flows.  The definition of EBITDA used here may not be comparable to that used by other companies.  The foregoing definition of EBITDA differs from the definition of Consolidated EBITDA used in the financial covenants of our 2007 Credit Facility, our $253 Million Term Loan Credit Facility, and our $100 Million Term Loan Credit Facility.  Specifically, Consolidated EBITDA substitutes gross interest expense (which includes amortization of deferred financing costs) for net interest expense used in our definition of EBITDA, includes adjustments for restricted stock amortization and non-cash charges for deferred financing costs related to the refinancing of other credit facilities or any non-cash losses from our investment in Jinhui, and excludes extraordinary gains or losses and gains or losses from derivative instruments used for hedging purposes or sales of assets other than inventory sold in the ordinary course of business.  The following table demonstrates our calculation of EBITDA and provides a reconciliation of EBITDA to net (loss) income attributable to Genco Shipping & Trading Limited for each of the periods presented above:
 
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 	 	Successor	 	Predecessor	 	
 	 	Period from
July 9 to
September 30, 
2014	 	Period from
July 1 to July 9,
 2014	 	Three
Months
Ended
September
30, 2013	 	Period from
January 1 to
July 9, 2014	 	Nine Months
Ended
September
30, 2013	 	
Net (loss) income attributable to Genco Shipping & Trading Limited	 	$	(18,290	)	$	892,919	 	$	(35,034	)	$	793,291	 	$	(128,566	)	
Net interest expense	 	3,573	 	1,529	 	23,065	 	41,016	 	65,873	 	
Income tax expense	 	393	 	38	 	479	 	815	 	997	 	
Depreciation and amortization	 	17,356	 	3,213	 	35,222	 	75,952	 	104,322	 	
EBITDA (1)	 	$	3,032	 	$	897,699	 	$	23,732	 	$	911,074	 	$	42,626	 	
 
Results of Operations
 
The following tables set forth information about the vessels in our fleet, including Baltic Trading’s vessels, as of November 17, 2014:
 
Genco Shipping & Trading Limited

Vessel	 	Year 
 Built	 	Charterer	 	Charter
Expiration (1)	 	Cash Daily 
 Rate (2)	
 	 	 	 	 	 	 	 	 	
Capesize Vessels	 	 	 	 	 	 	 	 	
Genco Augustus	 	2007	 	Cargill International S.A.	 	April 2015	 	104% of BCI	
Genco Tiberius	 	2007	 	Cargill International S.A.	 	December 2014	 	102% of BCI	
Genco London	 	2007	 	Cargill International S.A.	 	December 2014	 	100% of BCI	
Genco Titus	 	2007	 	Swissmarine Services S.A.	 	Dec. 2014/May 2015	 	100%/104.5% of BCI(3)	
Genco Constantine	 	2008	 	Cargill International S.A.	 	February 2015	 	102% of BCI	
Genco Hadrian	 	2008	 	Swissmarine Services S.A.	 	October 2015	 	98.5% of BCI	
Genco Commodus	 	2009	 	Swissmarine Services S.A.	 	March 2015	 	100% of BCI	
Genco Maximus	 	2009	 	Swissmarine Services S.A.	 	February 2015	 	100% of BCI	
Genco Claudius	 	2010	 	Swissmarine Services S.A.	 	September 2015	 	99% of BCI	
 	 	 	 	 	 	 	 	 	
Panamax Vessels	 	 	 	 	 	 	 	 	
Genco Beauty	 	1999	 	Navig8 Inc.	 	February 2015	 	94.5% of BPI	
Genco Knight	 	1999	 	Swissmarine Services S.A.	 	March 2015	 	99% of BPI	
Genco Leader	 	1999	 	TTMI/Swissmarine Asia Pte. Ltd.	 	Nov. 2014/Aug. 2015	 	100%/96.5% of BPI(4)	
Genco Vigour	 	1999	 	Swissmarine Services S.A.	 	February 2015	 	98% of BPI	
Genco Acheron	 	1999	 	Swissmarine Services S.A.	 	December 2014	 	100% of BPI	
Genco Surprise	 	1998	 	Swissmarine Services S.A.	 	May 2015	 	100% of BPI	
Genco Raptor	 	2007	 	Global Maritime Investments Ltd.	 	December 2014	 	100% of BPI	
Genco Thunder	 	2007	 	Swissmarine Services S.A.	 	February 2015	 	100% of BPI	
 	 	 	 	 	 	 	 	 	
Supramax Vessels	 	 	 	 	 	 	 	 	
Genco Predator	 	2005	 	Cargill Ocean Transportation Pte. Ltd.	 	January 2015	 	$9,500(5)	
Genco Warrior	 	2005	 	Western Bulk Pte. Ltd.	 	January 2015	 	$9,500(6)	
Genco Hunter	 	2007	 	Pacific Basin Chartering Ltd.	 	December 2014	 	107% of BSI	
Genco Cavalier	 	2007	 	Harmony Innovation Shipping Ltd.	 	December 2014	 	$9,500(7)	
Genco Lorraine	 	2009	 	Pioneer Navigation Ltd.	 	Nov. 2014/Mar. 2015	 	$7,500/$9,500(8)	
Genco Loire	 	2009	 	Caltrek Freight and Trading Ltd.	 	December 2014	 	91.5% of BSI	
Genco Aquitaine	 	2009	 	Bulkhandling Handymax A/S	 	March 2015	 	Spot Pool(9)	
Genco Ardennes	 	2009	 	Bulkhandling Handymax A/S	 	March 2015	 	Spot Pool(9)	
Genco Auvergne	 	2009	 	Pioneer Navigation Ltd.	 	December 2015	 	100% of BSI(10)	
Genco Bourgogne	 	2010	 	Harmony Innovation Shipping Ltd.	 	November 2014	 	$10,500(11)	
 
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Genco Brittany	 	2010	 	Navig8 Bulk Pool Inc.	 	January 2015	 	Spot Pool(12)	
Genco Languedoc	 	2010	 	D’Amico Dry Ltd.	 	January 2015	 	100% of BSI	
Genco Normandy	 	2007	 	Oldendorff GMBH & Co.	 	November 2014	 	$6,500(13)	
Genco Picardy	 	2005	 	Pioneer Navigation Ltd.	 	December 2014	 	101% of BSI	
Genco Provence	 	2004	 	Pioneer Navigation Ltd.	 	July 2015	 	100% of BSI(14)	
Genco Pyrenees	 	2010	 	Harmony Innovation Shipping Ltd.	 	November 2014	 	$10,250(15)	
Genco Rhone	 	2011	 	Pioneer Navigation Ltd.	 	November 2015	 	100% of BSI	
 	 	 	 	 	 	 	 	 	
Handymax Vessels	 	 	 	 	 	 	 	 	
Genco Success	 	1997	 	Transbulk Shipping Corporation Ltd.	 	November 2014	 	$6,250(16)	
Genco Carrier	 	1998	 	Centurion Bulk Pte. Ltd.	 	December 2014	 	$11,000(17)	
Genco Prosperity	 	1997	 	Dragon Carriers Ltd.	 	December 2014	 	$6,500(18)	
Genco Wisdom	 	1997	 	ED & F MAN Shipping Ltd.	 	December 2014	 	90% of BSI	
Genco Marine	 	1996	 	Goodwang Shipping & Trading Co. Ltd.	 	December 2014	 	$7,250(19)	
Genco Muse	 	2001	 	Aquavita International S.A.	 	November 2014	 	$7,000(20)	
 	 	 	 	 	 	 	 	 	
Handysize Vessels	 	 	 	 	 	 	 	 	
Genco Sugar	 	1998	 	Clipper Logger Pool	 	May 2015	 	Spot Pool(21)	
Genco Pioneer	 	1999	 	Clipper Logger Pool	 	May 2015	 	Spot Pool(21)	
Genco Progress	 	1999	 	Clipper Logger Pool	 	May 2015	 	Spot Pool(21)	
Genco Explorer	 	1999	 	Clipper Logger Pool	 	May 2015	 	Spot Pool(21)	
Genco Reliance	 	1999	 	Clipper Logger Pool	 	May 2015	 	Spot Pool(21)	
Genco Charger	 	2005	 	Pacific Basin Chartering Ltd.	 	February 2015	 	100% of BHSI	
Genco Challenger	 	2003	 	Pacific Basin Chartering Ltd.	 	February 2015	 	100% of BHSI	
Genco Champion	 	2006	 	Pacific Basin Chartering Ltd.	 	August 2015	 	100% of BHSI	
Genco Ocean	 	2010	 	Pioneer Navigation Ltd.	 	March 2015	 	107% of BHSI	
Genco Bay	 	2010	 	Pacific Basin Chartering Ltd.	 	December 2014	 	107% of BHSI	
Genco Avra	 	2011	 	Pioneer Navigation Ltd.	 	September 2015	 	107% BHSI	
Genco Mare	 	2011	 	Cargill International S.A.	 	May 2015	 	115% of BHSI	
Genco Spirit	 	2011	 	Cargill International S.A.	 	November 2014	 	$8,500-$13,500 with 50% profit sharing(22)	

(1) The charter expiration dates presented represent the earliest dates that our charters may be terminated in the ordinary course.  Under the terms of each contract, the charterer is entitled to extend the time charter from two to four months in order to complete the vessel’s final voyage plus any time the vessel has been off-hire.
 
(2) Time charter rates presented are the gross daily charterhire rates before third-party brokerage commission generally ranging from 1.25% to 6.25%. In a time charter, the charterer is responsible for voyage expenses such as bunkers, port expenses, agents’ fees and canal dues.
 
(3) We have agreed to an extension with Swissmarine Services S.A. on a spot market-related time charter for 4.5 to 7.5 months based on 104.5% of the Baltic Capesize Index, published by the Baltic Exchange, as reflected in daily reports.  Hire is paid every 15 days in arrears less a 5.00% third-party brokerage commission.  Genco maintains the option to convert to a fixed rate based on Capesize FFA values at 104.5%.  The vessel is estimated to enter drydocking for scheduled repairs between October 15, 2014 and December 15, 2014.  The extension will begin once the drydocking is completed.
 
(4) We have reached an agreement with Swissmarine Asia Pte. Ltd. on a spot market-related time charter for 8.5 to 12.5 months based on 96.5% of the Baltic Panamax Index, published by the Baltic Exchange, as reflected in daily reports.  Hire is paid every 15 days in arrears less a 5.00% third-party brokerage commission.  Genco maintains the option to convert to a fixed rate based on Panamax FFA values at 96.5%.  The vessel is expected to deliver to charterers on or about December 10, 2014 after repositioning.
 
(5) We have reached an agreement with Cargill Ocean Transportation Pte. Ltd. on a time charter for approximately 50 days at a rate of $9,500 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The vessel is expected to deliver to charterers on or about November 20, 2014 after repositioning.  A ballast bonus will be awarded for the repositioning period.  The vessel completed drydocking for scheduled repairs on October 30, 2014.
 
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(6) We have reached an agreement with Western Bulk Pte. Ltd. on a time charter for approximately 75 days at a rate of $9,500 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The vessel delivered to charterers on November 4, 2014 after completion of drydocking for schedule repairs.
 
(7) We have reached an agreement with Harmony Innovation Shipping Ltd. on a time charter for approximately 20 days at a rate of $9,500 per day.  Hire is paid every 15 days in advance less a 5.00% third party brokerage commission.  The vessel delivered to charterers on November 12, 2014 after repositioning. The vessel redelivered to Genco on November 6, 2014.
 
(8) We have agreed to an extension with Pioneer Navigation Ltd. on a time charter for 3.5 to 6.5 months at a rate of $9,500 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The extension is expected to begin on or about November 18, 2014.
 
(9) We have reached an agreement to enter these vessels into the Bulkhandling Handymax A/S Pool, a vessel pool trading in the spot market of which Torvald Klaveness acts as the pool manager.  The vessels will remain in the pool for a minimum period of four months at which point Genco can withdraw the vessel with three months’ notice.
 
(10) We have reached an agreement with Pioneer Navigation Ltd. on a spot market-related time charter for 13.5 to 18 months based on 100% of the Baltic Supramax Index (BSI), published by the Baltic Exchange, as reflected in daily reports, except for the initial 40 days in which hire is based on the average of the Baltic Supramax S2 and S3 routes.  Genco maintains the option to convert to a fixed rate based on Supramax FFA values at 100%.  The vessel delivered to charterers on October 31, 2014 after completion of drydocking for scheduled repairs.
 
(11) We have reached an agreement with Harmony Innovation Shipping Ltd. on a time charter for approximately 25 days at a rate of $10,500 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The vessel delivered to charterers on October 28, 2014 after repositioning.  The vessel redelivered to Genco on October 21, 2014.
 
(12) We have reached an agreement with Navig8 Bulk Pool Inc. to enter this vessel into the Supra8 Pool, a vessel pool trading in the spot market of which Navig8 Inc. acts as the pool manager.  The minimum and maximum expiration dates of the agreement are January 15, 2015 and March 1, 2015, respectively.  The vessel entered the pool on September 30, 2014.
 
(13) We have agreed to an extension with Oldendorff GMBH & Co. on a time charter for two to three laden legs at a rate of $6,500 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The extension began on June 7, 2014.
 
(14) We have reached an agreement with Pioneer Navigation Ltd. on a spot market-related time charter for 10.5 to 13.5 months based on 100% of the Baltic Supramax Index (BSI), published by the Baltic Exchange, as reflected in daily reports.  Hire is paid every 15 days in arrears less a 5.00% third-party brokerage commission.  Genco maintains the option to convert to a fixed rate based on Supramax FFA values at 100%.  The vessel delivered to charterers on September 12, 2014.
 
(15) We have reached an agreement with Harmony Innovation Shipping Ltd. on a time charter for approximately 20 days at a rate of $10,250 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The vessel delivered to charterers on October 26, 2014 after repositioning.  The vessel redelivered to Genco on October 19, 2014.
 
(16) We have reached an agreement with Transbulk Shipping Corporation Ltd. on a time charter for approximately 65 days at a rate of $6,250 per day.  If the time charter exceeds 65 days, the vessel will earn a hire rate of $9,750 per day thereafter.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The vessel delivered to charterers on July 22, 2014.
 
(17) We have reached an agreement with Centurion Bulk Pte. Ltd. on a time charter for approximately 25 days at a rate of $11,000 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The vessel is expected to deliver to charterers on or about November 17, 2014.
 
(18) We have reached an agreement with Dragon Carriers Ltd. on a time charter for approximately 30 days at a rate of $6,500 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The vessel delivered to charterers on November 10, 2014 after repositioning.  The vessel redelivered to Genco on November 4, 2014.
 
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(19) We have reached an agreement with Goodwang Shipping & Trading Co. on a time charter for approximately 20 days at a rate of $7,250 per day. Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The vessel is expected to deliver to charterers on or about November 21, 2014 after repositioning. The vessel re-delivered from the previous charterer on November 15, 2014.
 
(20) We have reached an agreement with Aquavita International S.A. on a time charter for approximately 50 days at a rate of $7,000 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The vessel delivered to charterers on October 7, 2014.
 
(21) We have reached an agreement to enter these vessels into the Clipper Logger Pool, a vessel pool trading in the spot market of which Clipper Group acts as the pool manager.  We can withdraw the vessels with a minimum notice of six months.
 
(22) The rate for the spot market-related time charter is linked with a floor of $8,500 and a ceiling of $13,500 daily with a 50% profit sharing arrangement to apply to any amount above the ceiling. The rate is based on 115% of the average of the daily rates of the Baltic Handysize Index (BHSI), published by the Baltic Exchange, as reflected in daily reports. Hire is paid every 15 days in advance net of a 5.00% third-party brokerage commission.  This vessel was acquired with an existing time charter with a below-market rate. For the below-market time charter, Genco allocates the purchase price between the vessel and an intangible liability for the value assigned to the below-market charter-hire. This intangible liability is amortized as an increase to voyage revenues over the minimum remaining terms of the applicable charter, at which point the liability will be amortized to zero and the vessel will begin earning the ‘‘Cash Daily Rate.’’ For cash flow purposes, Genco will continue to receive the rate presented in the ‘‘Cash Daily Rate’’ column until the charter expires.  Specifically, for the Genco Spirit, the daily amount of amortization associated with the below-market rate is approximately $200 per day over the actual cash rate earned.
 
Baltic Trading Limited

Vessel	 	Year 
 Built	 	Charterer	 	Charter Expiration(1)	 	Employment Structure	 	Expected 
 Delivery(2)	
 	 	 	 	 	 	 	 	 	 	 	
Capesize Vessels	 	 	 	 	 	 	 	 	 	 	
Baltic Bear	 	2010	 	Swissmarine Services S.A.	 	February 2015	 	101.5% of BCI (3)	 	 	
Baltic Wolf	 	2010	 	Cargill International S.A.	 	December 2014	 	100% of BCI (4)	 	 	
Baltic Tiger	 	2011	 	Swissmarine Services S.A	 	Dec. 2014/ Oct. 2015	 	102.75%/103% of BCI (5)	 	 	
Baltic Lion	 	2012	 	Cargill International S.A.	 	December 2014	 	102.75% of BCI (6)	 	 	
Ultramax Vessels	 	 	 	 	 	 	 	 	 	 	
Baltic Hornet	 	2014	 	Swissmarine Asia Pte. Ltd.	 	November 2015	 	115.5% of BSI (7)	 	 	
Baltic Wasp	 	2014	 	TBD	 	TBD	 	TBD	 	Q4 2014	
Baltic Scorpion	 	2015	 	TBD	 	TBD	 	TBD	 	Q2 2015	
Baltic Mantis	 	2015	 	TBD	 	TBD	 	TBD	 	Q3 2015	
Supramax Vessels	 	 	 	 	 	 	 	 	 	 	
Baltic Leopard	 	2009	 	Bulkhandling Handymax A/S	 	February 2015	 	Spot Pool (8)	 	 	
Baltic Panther	 	2009	 	Bulkhandling Handymax A/S	 	February 2015	 	Spot Pool (8)	 	 	
Baltic Jaguar	 	2009	 	Bulkhandling Handymax A/S	 	February 2015	 	Spot Pool (8)	 	 	
Baltic Cougar	 	2009	 	Bulkhandling Handymax A/S	 	February 2015	 	Spot Pool (8)	 	 	
Handysize Vessels	 	 	 	 	 	 	 	 	 	 	
Baltic Wind	 	2009	 	Trammo Bulk Carriers	 	January 2016	 	107% of BHSI (9)	 	 	
Baltic Cove	 	2010	 	Trammo Bulk Carriers	 	January 2015	 	106% of BHSI (10)	 	 	
Baltic Breeze	 	2010	 	Clipper Bulk Shipping Ltd.	 	July 2015	 	$6,500 (11)	 	 	
Baltic Fox	 	2010	 	Clipper Logger Pool	 	September 2015	 	Spot Pool (12)	 	 	
Baltic Hare	 	2009	 	Clipper Logger Pool	 	September 2015	 	Spot Pool (12)	 	 	

(1)          The charter expiration dates presented represent the earliest dates that our charters may be terminated in the ordinary course.  Under the terms of each contract, the charterer is entitled to extend the time charters from two to four months in order to complete the vessel’s final voyage plus any time the vessel has been off-hire.
 
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(2)          The dates for the vessels being delivered in the future are estimates based on guidance received from the sellers.
 
(3)          We have agreed to an extension with Swissmarine Services S.A. on a spot market-related time charter based on 101.5% of the average of the daily rates of the Baltic Capesize Index (BCI), published by the Baltic Exchange, as reflected in daily reports.  Hire is paid in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco Shipping & Trading Limited (“Genco”).  The minimum and maximum expiration dates of the time charter are February 1, 2015 and April 15, 2015, respectively.
 
(4)          We have reached an agreement with Cargill International S.A. on a spot market-related time charter based on 100% of the average of the daily rates of the BCI, as reflected in daily reports.  Hire is paid every 15 days in arrears net of a 5.00% brokerage commission, which includes the 1.25% commission payable to Genco.  The duration of the spot market-related time charter is 21.5 to 26.5 months.
 
(5)          We have agreed to an extension with Swissmarine Services S.A. on a spot market-related time charter for 10.5 to 13.5 months based on 103% of the average of the daily rates of the BCI, as reflected in daily reports.  Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco.  The extension is expected to begin on or about December 1, 2014.
 
(6)          We have reached an agreement with Cargill International S.A. on a spot market-related time charter for 10.5 to 13.5 months based on 102.75% of the average of the daily rates of the BCI, as reflected in daily reports.  Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco.
 
(7)          We have reached an agreement with Swissmarine Asia Pte. Ltd. on a spot market-related time charter for 12 to 15 months based on 115.5% of the average of the daily rates of the Baltic Supramax Index (BSI), published by the Baltic Exchange, as reflected in daily reports.  Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco.  The vessel delivered to charterers on November 1, 2014.
 
(8)          We have reached an agreement to enter these vessels into the Bulkhandling Handymax A/S Pool, a vessel pool trading in the spot market of which Torvald Klaveness acts as the pool manager. Baltic Trading can withdraw a vessel with three months’ notice.
 
(9)          We have reached an agreement with Trammo Bulk Carriers on a spot-market related time charter for 15.5 to19.5 months based on 107% of the average of the daily rates of the Baltic Handysize Index (BHSI), published by the Baltic Exchange, as reflected in daily reports.  Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco.  The vessel delivered to charterers on October 3, 2014.
 
(10)   We have reached an agreement with Trammo Bulk Carriers on a spot market-related time charter for 10.5 months to a maximum expiration date of April 1, 2015 based on 106% of the average of the daily rates of the BHSI, as reflected in daily reports.  Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco.
 
(11)   We have reached an agreement with Clipper Bulk Shipping Ltd. on a spot-market related time charter based on 103.5% of the BHSI, as reflected in daily reports except for the initial 40 days in which hire will be $5,000 per day. Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco.  The minimum and maximum expiration dates of the time charter are July 17, 2015 and October 1, 2015, respectively. The vessel is expected to delivered to charterers on November 7, 2014.
 
(12)   We have reached an agreement to enter these vessels into the Clipper Logger Pool, a vessel pool trading in the spot market of which Clipper Group acts as the pool manager.  The vessels will remain in the pool for a minimum period of two years.
 
Three months ended September 30, 2014 compared to the three months ended September 30, 2013
 
VOYAGE REVENUES-
 
For the three months ended September 30, 2014, voyage revenues decreased 18.1% to $48.0 million as compared to $58.6 million for the three months ended September 30, 2013.  The decrease in voyage revenues was primarily due to lower spot market rates achieved by the majority of the vessels in our fleet.  This decrease was partially offset by an increase in revenues earned by Baltic Trading’s vessels of $0.9 million due to the increase in the size of Baltic Trading’s fleet partially offset by lower spot market rates achieved by its other vessels.
 
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The average Time Charter Equivalent (“TCE”) rate of our fleet decreased 22.1% to $7,696 a day for the three months ended September 30, 2014 from $9,882 a day for the three months ended September 30, 2013.  The decrease in TCE rates was primarily due to lower spot market achieved by the vessels in our fleet partially offset by the operation of two additional Capesize vessels during the third quarter of 2014 as compared to the third quarter of 2013.  During the third quarter of 2014, excess vessel supply continued to weigh on the drybulk market.  Lower Brazilian iron ore fixtures than historically observed in the third quarter of each year, a decline in Chinese coal imports due to increased hydro power production, and an increase of Capesize deliveries in September of this year all contributed to a softer freight rate environment.  More recently, a relative increase of Brazilian iron ore fixtures since the week of October 20, 2014 has helped support Capesize rates, and the onset of the North American grain season has positively impacted the Panamax sector.
 
For the three months ended September 30, 2014 and 2013, we had 6,072.0 and 5,754.1 ownership days, respectively.  The increase in ownership days is a result of the delivery of four Baltic Trading vessels during the second half of 2013.  Fleet utilization decreased to 98.9% during the three months ended September 30, 2014 as compared to 99.3% during the same period during 2013 primarily due to additional offhire for our Handymax vessels during the three months ended September 30, 2014.
 
SERVICE REVENUES-
 
Service revenues consist of revenues earned from providing technical services to MEP pursuant to the agency agreement between us and MEP.  These services include oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but do not include chartering services.  The services are provided for a fee of $750 per ship per day.  During the three months ended September 30, 2014 and 2013, total service revenue was $0.8 million during both periods.
 
VOYAGE EXPENSES-
 
In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. There are certain other non-specified voyage expenses such as commissions which are typically borne by us. Voyage expenses include port and canal charges, fuel (bunker) expenses and brokerage commissions payable to unaffiliated third parties. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on voyage charters because these expenses are for the account of the vessel owner. At the inception of a time charter, we record the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses and the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.
 
Voyage expenses increased by $0.3 million from $2.2 million during the three months ended September 30, 2013 as compared to $2.5 million during the three months ended September 30, 2014.  The increase in voyage expenses was primarily due to an increase in bunker consumption during the third quarter of 2014 as there were additional ballast legs of time charters during which we consumed bunkers during the third quarter of 2014 as compared to the same period last year, as well as an increase in bunkers consumed during drydocking.  These increases were partially offset by a decrease in the cost of bunkers consumed during short-term time charters, as well as a decrease in third-party broker commissions as a result of the overall decrease in voyage revenue earned during the third quarter of 2014 as compared to the same period during 2013.
 
VESSEL OPERATING EXPENSES-
 
Vessel operating expenses increased by $2.6 million to $30.2 million for the three months ended September 30, 2014 as compared to $27.5 million for the three months ended September 30, 2013.  This increase was primarily due to the operation of a larger fleet as a result of the delivery of four Baltic Trading vessels during the second half of 2013, as well as higher maintenance related expenses incurred during drydocking for the three months ended September 30, 2014 as compared to the three months ended September 30, 2013.
 
Daily vessel operating expenses increased to $4,965 per vessel per day for the three months ended September 30, 2014 from $4,782 per day for the three months ended September 30, 2013.  The increase in daily vessel operating expenses was primarily due to higher maintenance related expenses incurred during drydocking, as well as higher crew costs and purchases of stores.  We believe daily vessel operating expenses are best measured for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in our fleet will incur over a full year of operation.  Our actual daily vessel operating expenses per vessel for the three months ended September 30, 2014 were $325 below the weighted-average budgeted rate of $5,290 per vessel per day.
 
Our vessel operating expenses, which generally represent fixed costs for each vessel, will increase if our fleet expands. Other factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for crewing, lubes, and insurance, may also cause these expenses to increase.
 
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GENERAL, ADMINISTRATIVE AND MANAGEMENT FEES-
 
For the three months ended September 30, 2014 and 2013, general, administrative and management fees were $21.6 million and $7.9 million, respectively.  The increase was primarily due to higher non-cash compensation expenses associated with restricted shares and warrants issued under the MIP.  We incur management fees to third-party technical management companies for the day-to-day management of our vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies. Management fees increased marginally due to the delivery of four Baltic Trading vessels during the second half of 2014.
 
DEPRECIATION AND AMORTIZATION-
 
Depreciation and amortization expense decreased by $14.7 million to $20.6 million during the three months ended September 30, 2014 as compared $35.2 million during to the three months ended September 30, 2013 primarily due to the revaluation of our vessel assets on the Effective Date as part of fresh-start accounting which resulted in a decrease in vessel assets, vessel equipment recorded as part of other fixed assets and drydocking assets. Additionally, on the Effective Date, we increased the scrap value of our vessels from $245/lwt to $310/lwt which will result in an overall decrease in vessel depreciation expense over the remaining life of the vessels.  These decreases were partially offset by the operation of a larger fleet during the third quarter of 2014, including the four Baltic Trading vessels delivered during the second half of 2013.
 
OTHER OPERATING INCOME
 
For the three months ended September 30, 2014 and 2013, other operating income was $0.3 million and $0, respectively. During the three months ended September 30, 2014, we received the remaining 50%, including interest, of the cash settlement that was originally due from Samsun on December 30, 2012 as included in the rehabilitation plan approved by the South Korean courts during 2010. Refer to Note 21 — Commitments and Contingencies in our condensed consolidated financial statements for further information regarding the settlement payments.
 
OTHER (EXPENSE) INCOME-
 
NET INTEREST EXPENSE-
 
For the three months ended September 30, 2014 and 2013, net interest expense was $5.1 million and $23.1 million, respectively.  Net interest expense during the three months ended September 30, 2014 and 2013 consisted of interest expense under our $100 Million Term Loan Facility, $253 Million Term Loan Facility, Baltic Trading’s $150 million senior secured revolving credit facility (the “2010 Baltic Trading Credit Facility”) and the Baltic Trading $22 Million Term Loan Facility, which was entered into August 30, 2013.  Additionally, interest income, unused commitment fees associated with the aforementioned credit facilities as well as the amortization of deferred financing costs related to the aforementioned credit facilities are included in net interest expense during the three months ended September 30, 2014 and 2013.  Net interest expense during the three months ended September 30, 2013 and 2014 also includes interest expense related our 5.0% Convertible Senior Notes (the “2010 Notes”) up until the Petition Date and for the 2007 Credit Facility until the Effective Date.  Lastly, net interest expense during the three months ended September 30, 2014 also includes interest expense under the Baltic Trading $44 Million Term Loan Facility, which was entered into on December 3, 2013.
 
The decrease in net interest expense for the third quarter of 2014 as compared to the third quarter of 2013 was primarily due to a decrease in interest expense associated with the 2007 Credit Facility, which was terminated pursuant to the Plan on the Effective Date, and the interest rate swap agreements as three interest rate swap agreements expired during the first quarter of 2014.  Additionally, there was a decrease in interest expense related to the 2010 Notes as we ceased accreting the liability related to the 2010 Notes and accruing for the related coupon payment on the Petition Date of April 21, 2014.  Refer to Note 9 — Debt, Note 10 — Convertible Senior Notes and Note 11 — Interest Rate Swap Agreements in our condensed consolidated financial statements.  These decreases were partially offset by the interest expense and the amortization of deferred financing costs recorded during the third quarter of 2014 associated with the Baltic Trading $22 Million Term Loan Facility and the Baltic Trading $44 Million Term Loan Facility, which were entered into by Baltic Trading effective August 30, 2013 and December 3, 2013, respectively.  Refer to Note 9 — Debt in our condensed consolidated financial statements and the 2013 10-K for more information regarding the Baltic Trading $22 Million Term Loan Facility and the Baltic Trading $44 Million Term Loan Facility.
 
REORGANIZATION ITEMS, NET-
 
For the three months ended September 30, 2014, reorganization items, net were $901.1 million. These reorganization items include trustee fees, professional fees incurred after the Petition Date in relation to the Chapter 11 Cases, the revaluation of assets and liabilities recorded as part of fresh-start accounting, the gain on the settlement of liabilities subject to compromise, as well as a net gain on debt and equity discharge and issuance pursuant to the
 
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Plan.  Refer to Note 20 — Reorganization items, net in our Condensed Consolidated Financial Statements for further detail. There were no reorganization items during the three months ended September 30, 2013, as the Petition Date was April 21, 2014.
 
INCOME TAX EXPENSE-
 
For the three months ended September 30, 2014, income tax expense was $0.4 million as compared to $0.5 million during the three months ended September 30, 2013.  This income tax expense consists primarily of federal, state and local income taxes on net income earned by Genco Management (USA) Limited (“Genco (USA)”), one of our wholly-owned subsidiaries.  Pursuant to certain agreements, we technically and commercially manage vessels for Baltic Trading, as well as provide technical management of vessels for MEP in exchange for specified fees for these services provided.  These services are provided by Genco (USA), which has elected to be taxed as a corporation for United States federal income tax purposes.  As such, Genco (USA) is subject to United States federal income tax on its worldwide net income, including the net income derived from providing these services.  Refer to the “Income taxes” section of Note 2 — Summary of Significant Accounting Policies included in our condensed consolidated financial statements.  Income tax expense decreased during the three months ended September 30, 2014 as compared to the same period during the prior year primarily due to higher commercial service revenue due to Genco (USA) from Baltic Trading pursuant to the Management Agreement primarily as a result of sales and purchase fees for the two Baltic Trading vessels delivered during the third quarter of 2013.  This decrease was partially offset by higher charter rates achieved by Baltic Trading’s fleet during the third quarter of 2014, as well as an increase in commercial service revenue and technical management fees earned for the four vessels delivered to Baltic Trading during the second half of 2013.
 
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST-
 
For the three months ended September 30, 2014 and 2013, net loss attributable to noncontrolling interest was $4.8 million and $1.9 million, respectively.  These amounts represent the net loss attributable to the noncontrolling interest of Baltic Trading.
 
Nine months ended September 30, 2014 compared to the nine months ended September 30, 2013
 
VOYAGE REVENUES-
 
For the nine months ended September 30, 2014, voyage revenues increased 13.6% to $162.7 million versus $143.2 million for the nine months ended September 30, 2013.  Revenues increased by approximately $19.5 million primarily due to higher charter rates achieved by our Capesize vessels.  Included in the increase in voyage revenues was an increase in revenues earned by Baltic Trading’s vessels of $12.4 million due to higher spot market rates achieved by a majority of it vessels, as well as the increase in the size of its fleet.
 
The average TCE rate of our fleet increased 9.9% to $8,947 a day for the nine months ended September 30, 2014 from $8,141 a day for the nine months ended September 30, 2013.  The increase in the TCE rate was due to higher charter rates achieved by our Capesize vessels as well as the operation of the two additional Capesize vessels delivered to Baltic Trading during the fourth quarter of 2013, namely the Baltic Lion and Baltic Tiger.
 
For the nine months ended September 30, 2014 and 2013, we had 18,018.0 and 16,976.1 ownership days, respectively.  The increase in ownership days is a result of the delivery of four Baltic Trading vessels during the second half of 2013.  Fleet utilization decreased to 98.5% during the nine months ended September 30, 2014 as compared to 99.4% during the same period during 2013 due to additional offhire days for our Handymax and Handysize vessels.
 
SERVICE REVENUES-
 
Service revenues consist of revenues earned from providing technical services to MEP pursuant to the agency agreement between us and MEP.  These services include oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but do not include chartering services.  The services are provided for a fee of $750 per ship per day.  During the nine months ended September 30, 2014 and 2013, total service revenue was $2.5 million during both periods.
 
VOYAGE EXPENSES-
 
For the nine months ended September 30, 2014 and 2013, voyage expenses increased to $6.5 million from $6.4 million, respectively.  The $0.1 million increase is primarily due to an increase in broker commissions as a result of an increase in voyage revenue earned during the nine months ended September 30, 2014 as compared to the same period last year.  This increase was partially offset by a decrease in the cost of bunkers consumed during short-term time charters during the nine months ended September 30, 2014 as compared to the same period last year.
 
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VESSEL OPERATING EXPENSES-
 
Vessel operating expenses increased by $10.5 million to $91.9 million for the nine months ended September 30, 2014 as compared to $81.4 million for the nine months ended September 30, 2013. This increase was primarily due to the operation of a larger fleet as a result of the delivery of four Baltic Trading vessels during the second half of 2013, as well as an increase in crew costs and higher maintenance related expenses incurred during drydocking for the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013.
 
Daily vessel operating expenses increased to $5,101 per vessel per day for the nine months ended September 30, 2014 from $4,795 per day for the nine months ended September 30, 2013.  The increase in daily vessel operating expenses was primarily due to higher maintenance related expenses incurred during drydocking and higher crew costs.  We believe daily vessel operating expenses are best measured for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in our fleet will incur over a full year of operation.  Our actual daily vessel operating expenses per vessel for the nine months ended September 30, 2014 were $189 below the weighted-average budgeted rate of approximately $5,290 per vessel per day, which includes Baltic Trading’s vessels.
 
GENERAL, ADMINISTRATIVE AND MANAGEMENT FEES-
 
For the nine months ended September 30, 2014 and 2013, general, administrative and management fees increased to $46.9 million during the nine months ended September 30, 2014 as compared to $24.5 million during the nine months ended September 30, 2013. The increase was primarily due to our pre-petition expenses related to our Chapter 11 Cases incurred during the nine months ended September 30, 2014, as well as an increase in non-cash compensation expense associated with restricted shares and warrants issued under the MIP.  We incur management fees to third-party technical management companies for the day-to-day management of our vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies.  Management fees increased marginally due to the delivery of four Baltic Trading vessels during the second half of 2014.
 
DEPRECIATION AND AMORTIZATION-
 
Depreciation and amortization expense decreased by $11.0 million to $93.3 million during the nine months ended September 30, 2014 as compared to $104.3 million during the nine months ended September 30, 2013 primarily due to the revaluation of our vessel assets on the Effective Date as part of fresh-start accounting which resulted in a decrease in vessel assets, vessel equipment recorded as part of other fixed assets and drydocking assets. Additionally, on the Effective Date, we increased the scrap value of our vessels from $245/lwt to $310/lwt which will result in an overall decrease in vessel depreciation expense over the remaining life of the vessels.  These decreases were partially offset by the operation of a larger fleet during the nine months ended September 30, 2014, including the four Baltic Trading vessels delivered during the second half of 2013.
 
OTHER OPERATING INCOME
 
For the nine months ended September 30, 2014 and 2013, other operating income was $0.3 million and $0, respectively. During the three months ended September 30, 2014, we received the remaining 50%, including interest, of the cash settlement that was originally due from Samsun on December 30, 2012 as included in the rehabilitation plan approved by the South Korean courts during 2010. Refer to Note 21 — Commitments and Contingencies in our condensed consolidated financial statements for further information regarding the settlement payments.
 
OTHER (EXPENSE) INCOME-
 
NET INTEREST EXPENSE-
 
For the nine months ended September 30, 2014 and 2013, net interest expense was $44.6 million and $65.9 million, respectively.  Net interest expense during the nine months ended September 30, 2014 and 2013 consisted of interest expense under our $100 Million Term Loan Facility, $253 Million Term Loan Facility, the 2010 Baltic Trading Credit Facility and the Baltic Trading $22 Million Term Loan Facility, which was entered into August 30, 2013.  Additionally, interest income, unused commitment fees associated with the aforementioned credit facilities as well as the amortization of deferred financing costs related to the aforementioned credit facilities are included in net interest expense during the nine months ended September 30, 2014 and 2013.  Net interest expense during the nine months ended September 30, 2013 and 2014 also includes interest expense related our 5.0% Convertible Senior Notes (the “2010 Notes”) up until the Petition Date and for the 2007 Credit Facility until the Effective Date.  Lastly, net interest expense during the nine months ended September 30, 2014 also includes interest expense under the Baltic Trading $44 Million Term Loan Facility, which was entered into on December 3, 2013.
 
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The decrease in net interest expense for the nine months ended September 30, 2014 as compared to the same period during 2013 was primarily due to a decrease in interest expense associated with the 2007 Credit Facility, which was terminated pursuant to the Plan on the Effective Date, and the interest rate swap agreements as three interest rate swap agreements expired during the first quarter of 2014.  Additionally, there was a decrease in interest expense related to the 2010 Notes as we ceased accreting the liability related to the 2010 Notes and accruing for the related coupon payment on the Petition Date of April 21, 2014.  Refer to Note 9 — Debt, Note 10 — Convertible Senior Notes and Note 11 — Interest Rate Swap Agreements in our condensed consolidated financial statements.  These decreases were partially offset by the interest expense and the amortization of deferred financing costs recorded during the nine months ended September 30, 2014 associated with the Baltic Trading $22 Million Term Loan Facility and the Baltic Trading $44 Million Term Loan Facility, which were entered into by Baltic Trading effective August 30, 2013 and December 3, 2013, respectively.  Refer to Note 9 — Debt in our condensed consolidated financial statements and the 2013 10-K for more information regarding the Baltic Trading $22 Million Term Loan Facility and the Baltic Trading $44 Million Term Loan Facility.
 
INCOME TAX EXPENSE-
 
For the nine months ended September 30, 2014, income tax expense was $1.2 million as compared to $1.0 million during the nine months ended September 30, 2013.  This income tax expense consists primarily of federal, state and local income taxes on net income earned by Genco Management (USA) Limited (“Genco (USA)”), one of our wholly-owned subsidiaries.  Pursuant to certain agreements, we technically and commercially manage vessels for Baltic Trading, as well as provide technical management of vessels for MEP in exchange for specified fees for these services provided.  These services are provided by Genco (USA), which has elected to be taxed as a corporation for United States federal income tax purposes.  As such, Genco (USA) is subject to United States federal income tax on its worldwide net income, including the net income derived from providing these services.  Refer to the “Income taxes” section of Note 2 — Summary of Significant Accounting Policies included in our condensed consolidated financial statements for further information.  Income tax expense increased during the nine months ended September 30, 2014 as compared to the same period during the prior year primarily due to higher commercial service revenue due to Genco (USA) from Baltic Trading pursuant to the Management Agreement as a result of higher charter rates achieved by Baltic Trading’s fleet, as well as an increase in commercial service revenue and technical management fees earned for the four vessels delivered to Baltic Trading during the second half of 2013.
 
REORGANIZATION ITEMS, NET-
 
For the nine months ended September 30, 2014, reorganization items, net were $881.0 million.  These reorganization items include trustee fees, professional fees incurred after the Petition Date in relation to the Chapter 11 Cases, the revaluation of assets and liabilities recorded as part of fresh-start accounting, the gain on the settlement of liabilities subject to compromise as well as a net gain on debt and equity discharge and issuance pursuant to the Plan.  Refer to Note 20 — Reorganization items, net in our Condensed Consolidated Financial Statements for further detail. There were no reorganization items during the nine months ended September 30, 2013 as the Petition Date was April 21, 2014.
 
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST-
 
For the nine months ended September 30, 2014 and 2013, net loss attributable to noncontrolling interest was $13.0 million and $9.3 million, respectively.  These amounts represent the net loss attributable to the noncontrolling interest of Baltic Trading.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Our principal sources of funds are operating cash flows, equity financings, issuance of long-term debt securities, and long-term bank borrowings. Our principal use of funds is capital expenditures to establish and grow our fleet, maintain the quality of our vessels, comply with international shipping standards and environmental laws and regulations, fund working capital requirements and repayments on outstanding loan facilities. Historically, we had also used funds to pay dividends and to repurchase our common stock from time to time. We have not declared or paid any dividends since the third quarter of 2008 and currently do not plan to resume the payment of dividends. Moreover, pursuant to restrictions under our debt instruments, we are prohibited from paying dividends. Future dividends, if any, will depend on, among other things, our cash flows, cash requirements, financial condition, results of operations, required capital expenditures or reserves, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant.
 
Our historical practice has been to acquire vessels or newbuilding contracts using a combination of issuances of equity securities, bank debt secured by mortgages on our vessels and shares of the common stock of our shipowning subsidiaries, and long-term debt securities.
 
Our current liquidity needs arise primarily from drydocking for our vessels, and working capital requirements as may be needed to support our business and payments required under our indebtedness. Our primary sources of liquidity are cash flow from
 
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operations, cash on hand, and the proceeds of the $100 million rights offering that was consummated in connection with the Chapter 11 Cases.  We believe that internally generated cash flow, cash on hand, and such rights offering proceeds will be sufficient to fund the operations of our fleet, including our working capital requirements, for the next twelve months. We expect that our liquidity needs will continue to arise primarily from capital expenditures for our vessels, working capital requirements as may be needed to support our business and payments required under our indebtedness.  Notwithstanding our emergence from bankruptcy, our current and future liquidity will greatly depend upon our operating results. Our ability to continue to meet our liquidity needs is subject to and will be affected by cash utilized in operations, the economic or business environment in which we operate, weakness in shipping industry conditions, the financial condition of our customers, vendors and service providers, our ability to comply with the financial and other covenants of our post-restructuring indebtedness, and other factors. Additionally, the Chapter 11 Cases, including the fact that we have been subject to bankruptcy proceedings, and related matters could negatively impact our financial condition.
 
Under the collateral maintenance covenants of our $253 Million Term Loan Facility, our $100 Million Term Loan Facility, the 2010 Baltic Trading Credit Facility, the Baltic Trading $22 Million Term Loan Facility and the Baltic Trading $44 Million Term Loan Facility, the aggregate valuations of our vessels pledged under each facility must at least be a certain percentage of loans outstanding (or, in the case of the 2010 Baltic Trading Credit Facility, the total amount we may borrow), which percentages currently are 135%, 130%, 140%, 130% and 125%, respectively.
 
On May 28, 2013, Baltic Trading closed on an equity offering of 6,419,217 shares of Baltic Trading common stock at an offering price of $3.60 per share. Baltic Trading received net proceeds of $21.6 million after deducting underwriters’ fees and expenses. On September 25, 2013, Baltic Trading closed on an equity offering of 13,800,000 shares of Baltic Trading common stock at an offering price of $4.60 per share. Baltic Trading received net proceeds of $59.5 million after deducting underwriters’ fees and expenses. On November 18, 2013, we closed an equity offering of 12,650,000 shares of common stock at an offering price of $4.60 per share. We received net proceeds of $55.1 million after deducting underwriters’ fees and expenses. Our wholly-owned subsidiary Genco Investments LLC was issued 128,383, 276,000 and 253,000 shares of Baltic Trading’s Class B Stock on May 28, 2013, September 25, 2013 and November 18, 2013, respectively, which represented 2% of the number of common shares issued pursuant to the Subscription Agreement between Genco Investments LLC and Baltic Trading. As of September 30, 2014, Genco Investments LLC owns 6,356,471 shares of Baltic Trading’s Class B Stock, which represents an 11.04% ownership interest in Baltic Trading and 65.06% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock.
 
On April 16, 2010, Baltic Trading entered into the 2010 Baltic Trading Credit Facility with Nordea Bank Finland plc, acting through its New York branch. The 2010 Baltic Trading Credit Facility was subsequently amended effective November 30, 2010 which increased the borrowing capacity from $100 million to $150 million. The amended 2010 Baltic Trading Credit Facility matures on November 30, 2016. There was an additional amendment entered into effective August 29, 2013 which reduced the borrowing capacity to $110 million and allowed Baltic Trading to incur additional indebtedness under new credit facilities. Refer to Note 9 — Debt of our condensed consolidated financial statements for a description of this amendment. To remain in compliance with a net worth covenant in the 2010 Baltic Trading Credit Facility, Baltic Trading would need to maintain a net worth of $300.9 million after the payment of any dividends.
 
On July 2, 2013, Baltic Trading entered into agreements to purchase two Handysize drybulk vessels from subsidiaries of Clipper Group for an aggregate purchase price of $41.0 million. The Baltic Hare, a 2009-built Handysize vessel, was delivered on September 5, 2013 and the Baltic Fox, a 2010-built Handysize vessel, was delivered on September 6, 2013. Baltic Trading funded a portion of the purchase price of the vessels using proceeds from its registered follow-on common stock offering completed on May 28, 2013. For the remainder of the purchase price, Baltic Trading drew down $22.0 million on the Baltic Trading $22 Million Term Loan Facility on September 4, 2013. The Baltic Trading $22 Million Term Loan Facility is to be repaid in 23 quarterly repayment installments of approximately $0.4 million each, the first of which is payable three months after the last drawdown date, or December 4, 2013, and a balloon payment of approximately $13.4 million payable on September 4, 2019. Interest on borrowings is payable at the three-month LIBOR rate plus a margin of 3.35%. Refer to Note 9 — Debt in our condensed consolidated financial statements for further information regarding this credit facility.
 
On October 31, 2013, Baltic Trading entered into agreements to purchase two Capesize drybulk vessels from affiliates of SK Shipping Co. Ltd. for an aggregate purchase price of $103.0 million. The Baltic Lion, a 2012-built Capesize vessel, was delivered on December 27, 2013 and the Baltic Tiger, a 2011-built Capesize vessel, was delivered on November 26, 2013. Baltic Trading funded a portion of the purchase price of the vessels using proceeds from its registered follow-on common stock offering completed on September 25, 2013. For the remainder of the purchase price, Baltic Trading drew down $44.0 million on the Baltic Trading $44 Million Term Loan Facility on December 23, 2013. The Baltic Trading $44 Million Term Loan Facility is to be repaid in 23 quarterly repayment installments of approximately $0.7 million each, the first of which is payable three months after the last drawdown date, or March 24, 2014, and a balloon payment of approximately $28.2 million payable on December 23, 2019. Interest on borrowings is payable at the three-month LIBOR rate plus a margin of 3.35%. Refer to Note 9 — Debt in our condensed consolidated financial statements for further information regarding this credit facility.
 
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On November 13, 2013, Baltic Trading entered into agreements to purchase up to four 64,000 dwt Ultramax newbuilding drybulk vessels from Yangfan Group Co., Ltd. for a purchase price of $28.0 million per vessel, or up to $112.0 million in the aggregate. Baltic Trading agreed to purchase two such vessels, to be renamed the Baltic Hornet and Baltic Wasp, and obtained an option to purchase up to two additional such vessels for the same price, which Baltic Trading exercised on January 8, 2014. These vessels are to be renamed the Baltic Mantis and the Baltic Scorpion. The purchases are subject to completion of customary additional documentation and closing conditions. The first of these vessels, the Baltic Hornet, was delivered on October 29, 2014.  The Baltic Wasp is expected to be delivered to Baltic Trading during the fourth quarter of 2014. The Baltic Scorpion and the Baltic Mantis are expected to be delivered to Baltic Trading during the second and third quarters of 2015, respectively. Baltic Trading intends to use a combination of cash on hand, future cash flow from operations as well as debt or equity financing, including the 2014 Baltic Trading Term Loan Facilities as described below and in Note 9 — Debt in our condensed consolidated financial statement,  to fully finance the acquisition of these four Ultramax newbuilding drybulk vessels.  If Baltic Trading is unable to obtain such debt or equity financing to fund the vessels, it may pursue alternatives, including refinancing its existing indebtedness or disposition of assets.
 
On October 8, 2014, Baltic Trading and its wholly-owned subsidiaries, Baltic Hornet Limited and Baltic Wasp Limited, each entered into a loan agreement and related documentation for a credit facility in a principal amount of up to $16,800 with ABN AMRO Capital USA LLC and its affiliates (the “2014 Baltic Trading Term Loan Facilities”)to partially finance the newbuilding Ultrama vessel that each subsidiary is to acquire, namely the Baltic Hornet and Baltic Wasp, respectively.  Amounts borrowed may not be reborrowed.  The 2014 Baltic Trading Term Loan Facilities have a ten-year term and is to be repaid in 20 equal consecutive semi-annual installments of 1/24 of the facility amount a balloon payment of 1/6 of the facility amount to be paid at final maturity.  Principal repayments will comment six months after the actual delivery date for the vessel and borrowing bear interest at three or six-month LIBOR rate plus an applicable margin of 2.50%.  Refer to Note 9 — Debt in our condensed consolidated financial statements for additional information regards the 2014 Baltic Trading Term Loan Facilities.  On October 24, 2014, Baltic Trading drew down $16,800 for the purchase of the Baltic Hornet, which was delivered on October 29, 2014.
 
Cash Flow
 
Net cash used in operating activities for the nine months ended September 30, 2014 and 2013 was $57.6 million and $24.6 million, respectively. The increase in cash used by operating activities was primarily due to the loss of $155.4 million for the nine months ended September 30, 2014, which represents the net of the net loss of $762.0 million and the $917.4 million of non-cash reorganization items and fresh-start accounting adjustments, compared to a net loss of $137.9 million for the nine months ended September 30, 2013, which was primarily due to pre-petition and post-petition reorganization expenses incurred related to our Chapter 11 Cases during the nine months ended September 30, 2014. Deprecation decreased by $11.0 million as a result of the adoption of fresh-start accounting on the Effective Date which required us to revalue our vessel assets at market partially offset by the increase in the size of our fleet due to the delivery of four Baltic Trading vessels during the second half of 2014.  Additionally, there was an $8.8 million increase in the amortization of nonvested stock compensation due to the amortization of the MIP Warrants and restricted shares issued after the Effective Date by the Successor Company.  Lastly, there was a $10.4 million increase in deferred drydocking costs incurred during the nine months ended September 30, 2014 as a total of 21 vessels completed drydocking during the nine months ended September 30, 2014, including six of Baltic Trading’s vessels.
 
Net cash used in investing activities for the nine months ended September 30, 2014 and 2013 was $31.4 million and $41.5 million, respectively.  Net cash used in investing activities for the nine months ended September 30, 2014 consisted primarily of $30.9 million of vessel asset purchases, including deposits. This consisted primarily of deposits made by Baltic Trading for its four newbuilding Ultramax vessels that it has agreed to acquire.  For the nine months ended September 30, 2013, cash used in investing activities consisted primarily of the purchase of vessels assets of $41.1 million for the purchase of the Baltic Fox and Baltic Hare, which were delivered to Baltic Trading during the third quarter of 2014.
 
Net cash provided by financing activities was $72.9 million during the nine months ended September 30, 2014 as compared to $103.0 million during the nine months ended September 30, 2013. Net cash provided by financing activities during the nine months ended September 30, 2014 was primarily a result of the $100,000 received from the Rights Offering pursuant to the Plan.  This was partially offset by a $10.2 million repayment of debt under the $253 Million Term Loan Facility, a $5.8 million repayment of debt under the $100 Million Term Loan Facility, a $2.1 million repayment of debt under the Baltic Trading $44 Million Term Loan Facility, $5.0 million for payments of deferred financing costs, a $1.1 million repayment of debt under the Baltic Trading $22 Million Term Loan Facility as well as a $0.1 million for payment of common stock issuance costs by Baltic Trading. Additionally, there was a $0.4 million settlement payment made to non-accredited 2010 Note holders.  Net cash provided by financing activities during the nine months ended September 30, 2013 was primarily a result of $81.3 million of net proceeds from common stock issued by Baltic Trading, $22.0 million of proceeds from the Baltic Trading $22 Million Term Loan Facility, as well as $1.0 million of proceeds from the 2010 Baltic Trading Credit Facility.  Cash dividends paid by our subsidiary, Baltic Trading, to its outside shareholders were $2.6 million during the nine months ended September 30, 2014 as compared to $0.6 million during the nine months ended September 30, 2013.
 
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Credit Facilities
 
Refer to the 2013 10-K for a summary and description of our outstanding credit facilities, including the underlying financial and non-financial covenants.  On August 29, 2013, Baltic Trading entered into an amendment to the 2010 Baltic Trading Credit Facility. Additionally, on August 30, 2013, wholly-owned subsidiaries of Baltic Trading entered into the Baltic Trading $22 Million Term Loan Facility to fund a portion of the purchase of the Baltic Fox and Baltic Hare and on December 3, 2013, wholly-owned subsidiaries of Baltic Trading entered into the Baltic Trading $44 Million Term Loan Facility to fund or refund a portion of the purchase of the Baltic Tiger and Baltic Lion.  Lastly, on October 8, 2014, wholly-owned subsidiaries of Baltic Trading entered into the 2014 Baltic Trading Term Loan Facilities to fund a portion of the purchase of the Baltic Hornet and Baltic Wasp.  Refer to Note 9 —Debt in our condensed consolidated financial statements for further information regarding the terms and fees associated with these agreements.
 
On July 2, 2014, the Bankruptcy Court entered the Confirmation Order, confirming the Plan.  On July 9, 2014 (the “Effective Date”), we completed our financial restructuring and emerged from Chapter 11 through a series of transactions contemplated by the Plan, and the Plan became effective pursuant to its terms
 
Key components of the Plan regarding the credit facilities and 2010 Notes included:
 
·                   The conversion of 100% of the Claims under the 2007 Credit Facility into 81.1% of the New Genco Common Stock (subject to dilution by the warrants issued under the Plan). On the Effective Date, the 2007 Credit Facility was terminated, and the liens and mortgages thereunder were released.  Refer to Note 9 — Debt in our condensed consolidated balance sheet for further information.
 
·                   The conversion of 100% of the Claims under the 2010 Notes into 8.4% of the New Genco Common Stock (subject to dilution by the warrants issued under the Plan). On the Effective Date, the 2010 Notes and the Indenture were fully satisfied and discharged.  Refer to Note 10 — Convertible Senior Notes in our condensed consolidated financial statements for further information.
 
·                   The amendment and restatement of the $253 Million Term Loan Facility and the $100 Million Term Loan Facility as of the Effective Date, with extended maturities, a financial covenant holiday and certain other amendments, as discussed further in Note 9 — Debt in our condensed consolidated financial statements.
 
As of September 30, 2014, we believe we were in compliance with all of the financial covenants under the Amended and Restated $253 Million Term Loan Facility; the Amended and Restated $100 Million Term Loan Facility; the 2010 Baltic Trading Credit Facility, as amended; the Baltic Trading $22 Million Term Loan Facility; and the Baltic Trading $44 Million Term Loan Facility.
 
Convertible Notes Payable
 
Refer to Note 10 — Convertible Senior Notes of our condensed consolidated financial statements for a summary of the convertible notes payable.  On the Effective Date when the Company emerged from Chapter 11, the 2010 Notes and the Indenture were fully satisfied and discharged.
 
Interest Rate Swap Agreements, Forward Freight Agreements and Currency Swap Agreements
 
At December 31, 2013, we had four interest rate swap agreements with DnB NOR Bank to manage interest costs and the risk associated with changing interest rates. The total notional principal amount of the swaps was $306.2 million and the swaps had specified rates and durations.  Notwithstanding the forbearances under the Relief Agreements, the fact that we did not make the scheduled amortization payment under our 2007 Credit Facility on March 31, 2014 constituted an event of default under our currently outstanding interest rate swap.
 
As of March 31, 2014, we were in default under covenants of our 2007 Credit Facility due to the default on the scheduled debt amortization payment due on March 31, 2014. The default under the 2007 Credit Facility required us to elect interest periods of only one month; therefore, we no longer qualified for hedge accounting under the original designation and hedge accounting was terminated effective March 31, 2014.  Additionally, the filing of the Chapter 11 Cases on the Petition Date constituted an event of default with respect to the outstanding interest rate swap with DNB Bank ASA.  As a result, DNB Bank ASA terminated all transactions under the remaining swap agreement effective April 30, 2014 and issued a secured claim with the Bankruptcy Court of $5,622. The interest rate swap was settled on the Effective Date upon our emergence from bankruptcy.  This liability was paid by the Successor Company during the period from July 9 to September 30, 2014.
 
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Refer to the table in Note 11 — Interest Rate Swap Agreements of our condensed consolidated financial statements for further information.
 
We have considered the creditworthiness of both ourselves and the counterparty in determining the fair value of the interest rate derivatives, and such consideration resulted in an immaterial adjustment to the fair value of derivatives on the balance sheet. Valuations prior to any adjustments for credit risk are validated by comparison with counterparty valuations.  Amounts are not and should not be identical due to the different modeling assumptions.  Any material differences are investigated.
 
As part of our business strategy, we may enter into arrangements commonly known as forward freight agreements, or FFAs, to hedge and manage market risks relating to the deployment of our existing fleet of vessels.  These arrangements may include future contracts, or commitments to perform in the future a shipping service between ship owners, charterers and traders.  Generally, these arrangements would bind us and each counterparty in the arrangement to buy or sell a specified tonnage freighting commitment “forward” at an agreed time and price and for a particular route.  Although FFAs can be entered into for a variety of purposes, including for hedging, as an option, for trading or for arbitrage, if we decided to enter into FFAs, our objective would be to hedge and manage market risks as part of our commercial management. It is not currently our intention to enter into FFAs to generate a stream of income independent of the revenues we derive from the operation of our fleet of vessels.  If we determine to enter into FFAs, we may reduce our exposure to any declines in our results from operations due to weak market conditions or downturns, but may also limit our ability to benefit economically during periods of strong demand in the market.  We have not entered into any FFAs as of September 30, 2014 and December 31, 2013.
 
Contractual Obligations
 
The following table sets forth our contractual obligations and their maturity dates as of September 30, 2014.  The table incorporates the employment agreement entered into in September 2007 with our Chief Financial Officer, John Wobensmith.  The table reflects Baltic Trading’s agreements to acquire four newbuilding Ultramax drybulk vessels from Yangfan Group Co., Ltd. for an aggregate purchase price of $112.0 million.  Baltic Trading plans to finance these vessel acquisitions with a combination of cash on hand, future cash flow from operations, as well as debt or equity financing, including the 2014 Baltic Trading Term Loan Facilities, as discussed above under “Liquidity and Capital Resources.”  The interest and borrowing fees and credit agreement payments below reflect the $100 Million Term Loan Facility, the $253 Million Term Loan Facility, 2010 Baltic Trading Credit Facility, the Baltic Trading $22 Million Term Loan Facility, the Baltic Trading $44 Million Term Loan Facility and the 2014 Baltic Trading Term Loan Facilities, as well as other fees associated with these facilities.  The following table also incorporates the future lease payments associated with the lease for our current space and excludes the lease from our former space as we have filed a motion to reject the lease for our former space in the bankruptcy proceedings which was accepted on the Effective Date upon our emergence from Chapter 11.  Refer to Note 21 — Commitments and Contingencies in our condensed consolidated financial statements for further information regarding the terms of our two lease agreements.

 	 	Total	 	Less than One
Year (1)	 	One to Three
Years	 	Three to Five
Years	 	More than
Five Years	 	
 	 	(U.S. dollars in thousands)	 	
Credit Agreements (2)	 	$	421,847	 	$	8,061	 	$	169,535	 	$	67,285	 	$	176,966	 	
Interest and borrowing fees	 	55,430	 	7,141	 	27,200	 	15,706	 	5,383	 	
Remainder of purchase price of vessels (3)	 	84,000	 	44,800	 	39,200	 	—	 	—	 	
Executive employment agreement	 	504	 	131	 	373	 	—	 	—	 	
Office leases	 	19,940	 	245	 	2,113	 	1,992	 	15,590	 	
Totals	 	$	581,721	 	$	60,378	 	$	238,421	 	$	84,983	 	$	197,939	 	

(1)          Represents the three-month period ending December 31, 2014.
(2)          On October 24, 2014, $16,800 was drawn down from the 2014 Baltic Trading Term Loan Facilities in order to fund the purchase of the Baltic Hornet, which was delivered to Baltic Trading on October 29, 2014.
(3)          The timing of this obligation is based on the estimated delivery dates for the Baltic Wasp, Baltic Scorpion and Baltic Mantis.  Upon the delivery of the Baltic Hornet on October 29, 2014, the remaining purchase price of $19,600 was paid by Baltic Trading to Yangfan Group Co., Ltd..
 
Interest expense has been estimated using 0.23% plus the applicable bank margin of 3.50% for the $100 Million Term Loan Facility and the $253 Million Term Loan Facility, as amended pursuant to the Plan, 3.00% for the 2010 Baltic Trading Credit Facility and 2.50% for the 2014 Baltic Trading Term Loan Facilities.  For the Baltic Trading $22 Million Term Loan Facility and the Baltic Trading $44 Million Term Loan Facility, interest expense has been estimated using 0.23% plus the applicable margin of 3.35%.
 
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Capital Expenditures
 
We make capital expenditures from time to time in connection with our vessel acquisitions.  Excluding Baltic Trading’s vessels, our fleet currently consists of nine Capesize drybulk carriers, eight Panamax drybulk carriers, 17 Supramax drybulk carriers, six Handymax drybulk carriers and 13 Handysize drybulk carriers.  Baltic Trading’s fleet currently consists of four Capesize drybulk carriers, one Ultramax drybulk carrier, four Supramax drybulk carriers and five Handysize drybulk carriers.  After the expected delivery of the remaining three Ultramax vessels that Baltic Trading has agreed to acquire, Baltic Trading’s fleet will consists of four Capesize drybulk carriers, four Ultramax drybulk carriers, four Supramax drybulk carriers and five Handysize drybulk carriers. Baltic Trading intends to use a combination of cash on hand, future cash flow from operations as well as debt or equity financing, including the 2014 Baltic Trading Term Loan Facilities, to fully finance the acquisition of these four Ultramax newbuilding drybulk vessels.
 
As previously announced, we have initiated a fuel efficiency upgrade program for certain of our vessels.  We believe this program will generate considerable fuel savings going forward and increase the future earnings potential for these vessels. The cost of the upgrades, which will be performed under the planned drydocking schedule, is expected to be approximately $0.3 million for a Supramax vessel and $0.5 million for a Capesize vessel and is included in GS&T and Baltic Trading’s estimated drydocking costs below. We expect these upgrades to be installed on one of GS&T’s Supramax vessels and one of GS&T’s Capesize vessels during the remainder of 2014.  Additionally, during 2015, we expect these upgrades to be installed on four of GS&T’s Supramax vessels and two of Baltic Trading’s Capesize vessels.  The updgrades have been successfully installed on two of our vessels, the Genco Aquitaine and Genco Ardennes, which completed their planned drydockings during the third quarter of 2014.  Additionally, the upgrades have been successfully installed on five of Baltic Trading’s vessels, the Baltic Cougar, the Baltic Panther, the Baltic Leopard, the Baltic Jaguar and the Baltic Wind, which completed their planned drydockings during the first half of 2014.
 
Genco Shipping & Trading Limited
 
In addition to acquisitions that we may undertake in future periods, we will incur additional expenditures due to special surveys and drydockings for our fleet. We estimate our drydocking costs, including capitalized costs incurred during drydocking related to vessel assets and vessel equipment, and scheduled off-hire days for our fleet, excluding Baltic Trading’s vessels, through 2015 to be:

Year	 	Estimated Drydocking Cost	 	Estimated Off-hire Days	 	
 	 	(U.S. dollars in millions)	 	 	 	
 	 	 	 	 	 	
2014 (October 1- December 31, 2014)	 	$	4.2	 	100	 	
2015	 	$	12.1	 	300	 	
 
The costs reflected are estimates based on drydocking our vessels in China. Actual costs will vary based on various factors, including where the drydockings are actually performed.  We expect to fund these costs with cash from operations.  These costs do not include drydock expense items that are reflected in vessel operating expenses.
 
We estimate that each drydock will result in 20 days of off-hire.  Actual length will vary based on the condition of the vessel, yard schedules and other factors.
 
During the nine months ended September 30, 2014 and 2013, we incurred a total of $8.8 million and $1.9 million of drydocking costs, respectively.
 
Fifteen of our vessels completed their drydockings during the nine months ended September 30, 2014, including the Genco Acheron and Genco Loire, which entered the drydocking yard during the fourth quarter of 2013.  We estimate that five of our vessels will be drydocked during the remainder of 2014 and an additional 15 of our vessels will be drydocked during 2015.
 
Baltic Trading Limited
 
In addition to acquisitions that Baltic Trading may undertake in future periods, Baltic Trading will incur additional capital expenditures due to special surveys and drydockings for its fleet. We estimate our drydocking costs, including capitalized costs incurred during drydocking related to vessel assets and vessel equipment, and scheduled off-hire days for Baltic Trading’s fleet through 2015 to be:
 
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Year	 	Estimated Drydocking Cost	 	Estimated Off-hire Days	 	
 	 	(U.S. dollars in millions)	 	 	 	
 	 	 	 	 	 	
2014 (October 1- December 31, 2014)	 	$	—	 	—	 	
2015	 	$	4.6	 	100	 	
 
The costs reflected are estimates based on drydocking our vessels in China. Actual costs will vary based on various factors, including where the drydockings are actually performed.  We expect to fund these costs with cash from operations.  These costs do not include drydock expense items that are reflected in vessel operating expenses.
 
We estimate that each drydock will result in 20 days of off-hire.  Actual length will vary based on the condition of the vessel, yard schedules and other factors.
 
Baltic Trading incurred drydocking costs of $3.4 million and $0 during the nine months ended September 30, 2014 and 2013, respectively.
 
Six of Baltic Trading’s vessels were drydocked during the nine months ended September 30, 2014.  We estimated that none of our vessels will be drydocked during the remainder of 2014 and five of our vessels will be drydocked during 2015.
 
Under U.S. Federal law and 33 CFR, Part 151, Subpart D, U.S. approved ballast water treatment systems will be required to be installed in all vessels at the first out of water drydocking after January 1, 2016 if these vessels are to discharge ballast water inside 12 nautical miles of the coast of the United States. Currently, we do not believe there are any ballast water treatment systems that are approved by U.S. authorities; however, an alternative management system (AMS) may be installed in lieu. An AMS is valid for five years from the date of required compliance with ballast water discharge standards, by which time it must be replaced by an approved system unless the AMS itself achieves approval. The cost of these systems will vary based on the size the vessel, and the Company estimates the cost of the systems to be $950 for Capesize, $800 for Panamax, $750 for Supramax, $700 for Handymax and $650 for Handysize vessels. Any newbuilding vessels that we acquire will have an AMS installed when the vessel is being built. The costs of ballast water treatment systems will be capitalized and depreciated over the remainder of the life of the vessel, assuming the system the Company installs becomes approved.
 
Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
 
Inflation
 
Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, general and administrative, and financing costs.
 
CRITICAL ACCOUNTING POLICIES
 
There have been no changes or updates to the critical accounting policies as disclosed in the 2013 10-K, with the exception of the accounting policies noted below.
 
Vessels and Depreciation
 
We record the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation.  We depreciate our drybulk vessels on a straight-line basis over their estimated useful lives, estimated to be 25 years from the date of initial delivery from the shipyard.  Depreciation is based on cost less the estimated residual scrap value.  Effective July 9, 2014, the Effective Date, we increased the estimated scrap value of the vessels from $245/lwt to $301/lwt prospectively based on the 15-year average scrap value of steel.  This increase in the residual value of the vessels will decrease the annual deprecation charge over the remaining useful life of the vessels.  During the period from July 9 to September 30, 2014, the increase in the estimated scrap value resulted in a decrease in depreciation expense of approximately $0.7 million for the Successor Company.  Similarly, an increase in the useful life of a drybulk vessel would also decrease the annual depreciation charge.  Comparatively, a decrease in the useful life of a drybulk vessel or in its residual value would have the effect of increasing the annual depreciation charge.  However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, we will adjust the vessel’s useful life to end at the date such regulations preclude such vessel’s further commercial use.
 
The carrying value of each of our vessels does not represent the fair market value of such vessel or the amount we could obtain if we were to sell any of our vessels, which could be more or less.  U nder U.S. GAAP, we would not record a loss if the fair market value of a vessel (excluding its charter) is below our carrying value unless and until we determine to sell that vessel or the vessel is impaired as discussed in the 2013 10-K.  Excluding the three Bourbon vessels we resold immediately upon delivery to MEP
 
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at our cost, we have sold three of our vessels since our inception and realized a profit in each instance.  However, we did determine to cancel an acquisition of six drybulk newbuildings in November 2008, incurring a $53.8 million loss from the forfeiture of our deposit and related interest.
 
Pursuant to our bank credit facilities, we regularly submit to the lenders valuations of our vessels on an individual charter free basis in order to evidence our compliance with the collateral maintenance covenants under our bank credit facilities.  Such a valuation is not necessarily the same as the amount any vessel may bring upon sale, which may be more or less, and should not be relied upon as such.  We were in compliance with the collateral maintenance covenants under the $100 Million Term Loan Facility, as amended; the $253 Million Term Loan Facility, as amended; the 2010 Baltic Trading Credit Facility; the Baltic Trading $22 Million Term Loan Facility; and the Baltic Trading $44 Million Term Loan Facility at September 30, 2014.  The first such valuations to be submitted under the 2014 Baltic Trading Term Loan Facilities are to be as of December 31, 2013.  We obtained valuations for all of the vessels in our fleet, included Baltic Trading, as of July 9, 2014, the Effective Date, when we emerged from bankruptcy.  These valuations were utilized when we adopted fresh-start accounting on the Effective Date.  For purposes of comparing the carrying value of our vessels with the vessel valuations, we utilized the July 9, 2014 valuations.  In the chart below, we list each of our vessels that represent the collateral for the aforementioned credit facilities, the year it was built, the year we acquired it, and its carrying value at September 30, 2014 and December 31, 2013.
 
At September 30, 2014, the vessel valuations of all of our vessels as of the Effective Date of July 9, 2014 were higher than their carrying values at September 30, 2014, as all of the vessels were revalued as of July 9, 2014 using those valuations and depreciated over the period from July 9 to September 30, 2014 for the Successor Company.  At December 31, 2013, the vessel valuations of all of our vessels for covenant compliance purposes under our bank credit facilities as of the most recent compliance testing date, with the exception of the Baltic Fox, Baltic Hare and Baltic Lion, were lower than their carrying values at December 31, 2013.  For the Genco Ocean, Genco Bay, Genco Avra, Genco Mare and Genco Spirit, the last compliance testing date prior to December 31, 2013 was August 17, 2013 in accordance with the terms of the $100 Million Term Loan Facility; for all other vessels, the compliance testing date used at December 31, 2013 was December 31, 2013, in accordance with the terms of the applicable credit facility.
 
The amount by which the carrying value at December 31, 2013 of all of the vessels in our fleet, with the exception of the Baltic Fox, Baltic Hare and Baltic Lion, exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $0.3 million to $64.3 million per vessel, and $1,171.3 million on an aggregate fleet basis. The average amount by which the carrying value of our vessels exceeded the valuation of such vessels for covenant compliance purposes was $18.6 million as of December 31, 2013. However, neither such valuation nor the carrying value in the table below reflects the value of long-term time charters related to some of our vessels.

 	 	 	 	 	 	Carrying Value (U.S.
dollars in
thousands) as of	 	
Vessels	 	Year Built	 	Year
Acquired	 	September 30,
2014	 	December
31, 2013	 	
Unencumbered	 	 	 	 	 	 	 	 	 	
Genco Reliance	 	1999	 	2004	 	$	9,573	 	$	14,135	 	
Genco Vigour	 	1999	 	2004	 	12,292	 	19,393	 	
Genco Explorer	 	1999	 	2004	 	9,567	 	13,981	 	
Genco Carrier	 	1998	 	2004	 	11,492	 	14,087	 	
Genco Sugar	 	1998	 	2004	 	8,697	 	13,016	 	
Genco Pioneer	 	1999	 	2005	 	9,560	 	13,849	 	
Genco Progress	 	1999	 	2005	 	9,566	 	14,035	 	
Genco Wisdom	 	1997	 	2005	 	10,626	 	13,238	 	
Genco Success	 	1997	 	2005	 	10,619	 	13,139	 	
Genco Beauty	 	1999	 	2005	 	12,291	 	19,514	 	
Genco Knight	 	1999	 	2005	 	12,282	 	19,205	 	
Genco Leader	 	1999	 	2005	 	12,280	 	19,183	 	
Genco Marine	 	1996	 	2005	 	9,622	 	12,382	 	
Genco Prosperity	 	1997	 	2005	 	10,632	 	13,318	 	
Genco Muse	 	2001	 	2005	 	14,883	 	19,371	 	

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Genco Acheron	 	1999	 	2006	 	12,275	 	18,981	 	
Genco Surprise	 	1998	 	2006	 	11,289	 	17,974	 	
Genco Augustus	 	2007	 	2007	 	42,278	 	98,002	 	
Genco Tiberius	 	2007	 	2007	 	42,279	 	98,193	 	
Genco London	 	2007	 	2007	 	40,703	 	99,694	 	
Genco Titus	 	2007	 	2007	 	41,026	 	100,199	 	
Genco Challenger	 	2003	 	2007	 	13,060	 	30,169	 	
Genco Charger	 	2005	 	2007	 	14,934	 	33,537	 	
Genco Warrior	 	2005	 	2007	 	20,607	 	48,971	 	
Genco Predator	 	2005	 	2007	 	20,624	 	50,309	 	
Genco Hunter	 	2007	 	2007	 	22,992	 	54,614	 	
Genco Champion	 	2006	 	2008	 	15,927	 	35,080	 	
Genco Constantine	 	2008	 	2008	 	44,652	 	105,126	 	
Genco Raptor	 	2007	 	2008	 	20,036	 	71,552	 	
Genco Cavalier	 	2007	 	2008	 	18,919	 	58,506	 	
Genco Thunder	 	2007	 	2008	 	20,040	 	71,782	 	
Genco Hadrian	 	2008	 	2008	 	44,064	 	103,504	 	
Genco Commodus	 	2009	 	2009	 	46,550	 	105,973	 	
Genco Maximus	 	2009	 	2009	 	46,554	 	105,990	 	
Genco Claudius	 	2010	 	2009	 	48,785	 	107,688	 	
TOTAL	 	 	 	 	 	$	751,576	 	$	1,647,690	 	
 	 	 	 	 	 	 	 	 	 	
$100 Million Term Loan Facility	 	 	 	 	 	 	 	 	 	
Genco Bay	 	2010	 	2010	 	21,046	 	30,024	 	
Genco Ocean	 	2010	 	2010	 	21,049	 	30,100	 	
Genco Avra	 	2011	 	2011	 	22,170	 	31,194	 	
Genco Mare	 	2011	 	2011	 	22,171	 	31,107	 	
Genco Spirit	 	2011	 	2011	 	22,174	 	31,732	 	
TOTAL	 	 	 	 	 	$	108,610	 	$	154,157	 	
 	 	 	 	 	 	 	 	 	 	
$253 Million Term Loan Facility	 	 	 	 	 	 	 	 	 	
Genco Aquitaine	 	2009	 	2010	 	21,190	 	31,601	 	
Genco Ardennes	 	2009	 	2010	 	21,192	 	31,752	 	
Genco Auvergne	 	2009	 	2010	 	21,357	 	31,745	 	
Genco Bourgogne	 	2010	 	2010	 	22,163	 	31,734	 	
Genco Brittany	 	2010	 	2010	 	22,164	 	31,799	 	
Genco Languedoc	 	2010	 	2010	 	22,164	 	31,966	 	
Genco Loire	 	2009	 	2010	 	20,545	 	28,870	 	
Genco Lorraine	 	2009	 	2010	 	20,543	 	28,565	 	
Genco Normandy	 	2007	 	2010	 	18,923	 	26,311	 	
Genco Picardy	 	2005	 	2010	 	20,611	 	25,705	 	
Genco Provence	 	2004	 	2010	 	19,493	 	25,299	 	
Genco Pyrenees	 	2010	 	2010	 	22,167	 	31,742	 	
Genco Rhone	 	2011	 	2011	 	23,287	 	33,347	 	
TOTAL	 	 	 	 	 	$	275,799	 	$	390,436	 	
 	 	 	 	 	 	 	 	 	 	
2010 Baltic Trading Credit Facility	 	 	 	 	 	 	 	 	 	
Baltic Leopard	 	2009	 	2009	 	20,547	 	30,312	 	
Baltic Panther	 	2009	 	2010	 	20,548	 	30,389	 	
Baltic Cougar	 	2009	 	2010	 	20,549	 	30,540	 	
Baltic Jaguar	 	2009	 	2010	 	20,550	 	30,459	 	
Baltic Bear	 	2010	 	2010	 	47,680	 	63,754	 	
Baltic Wolf	 	2010	 	2010	 	47,688	 	63,561	 	
Baltic Wind	 	2009	 	2010	 	20,050	 	29,081	 	
Baltic Cove	 	2010	 	2010	 	21,047	 	29,437	 	
Baltic Breeze	 	2010	 	2010	 	21,051	 	30,002	 	
TOTAL	 	 	 	 	 	$	239,710	 	$	337,535	 	
 
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Baltic Trading $22 Million Term Loan Facility	 	 	 	 	 	 	 	 	 	
Baltic Fox	 	2010	 	2013	 	20,669	 	21,017	 	
Baltic Hare	 	2009	 	2013	 	19,550	 	19,955	 	
TOTAL	 	 	 	 	 	$	40,219	 	$	40,972	 	
 	 	 	 	 	 	 	 	 	 	
Baltic Trading $44 Million Term Loan Facility	 	 	 	 	 	 	 	 	 	
Baltic Lion	 	2009	 	2013	 	54,150	 	52,589	 	
Baltic Tiger	 	2010	 	2013	 	52,042	 	50,416	 	
TOTAL	 	 	 	 	 	$	106,192	 	$	103,005	 	
 	 	 	 	 	 	 	 	 	 	
Consolidated Total	 	 	 	 	 	$	1,522,106	 	$	2,673,795	 	
 
ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 
 
Interest rate risk
 
We are exposed to the impact of interest rate changes.  Our objective is to manage the impact of interest rate changes on our earnings and cash flow in relation to our borrowings.  We held four interest rate swap agreements with DnB NOR Bank at December 31, 2013 to manage future interest costs and the risk associated with changing interest rates .  The total notional principal amount of the swaps was $306.2 million and the swaps have specified rates and durations.  Three swaps expired during the three months ended March 31, 2014. Refer to the table in Note 11 — Interest Rate Swap Agreements of our condensed consolidated financial statements which summarizes the interest rate swaps in place as of December 31, 2013.
 
As of March 31, 2014, we were in default under covenants of our 2007 Credit Facility due to the default on the scheduled debt amortization payment due on March 31, 2014. The default under the 2007 Credit Facility required us to elect interest periods of only one-month, therefore we no longer qualified for hedge accounting under the original designation and hedge accounting was terminated effective March 31, 2014.  Additionally, the filing of the Chapter 11 Cases on the Petition Date constituted an event of default with respect to the outstanding interest rate swap with DNB Bank ASA.  As a result, DNB Bank ASA terminated all transactions under the remaining swap agreement effective April 30, 2014 and issued a secured claim with the Bankruptcy Court of $5,622. The interest rate swap was settled on the Effective Date upon our emergence from bankruptcy.  This liability was paid by the Successor Company during the period from July 9 to September 30, 2014.  Refer to Note 11 — Interest Rate Swap Agreements for additional information.
 
The swap agreements outstanding as of December 31, 2013 synthetically converted variable rate debt to fixed rate debt at the fixed interest rate of the swap plus the applicable margin of 3.00%.
 
The total liability associated with the swaps at December 31, 2013 was $7.0 million and is presented as Fair value of derivative instruments on the Condensed Consolidated Balance Sheets.  As of December 31, 2013, we had accumulated other comprehensive income (loss) (“AOCI”) of ($7.0) million. The interest rate swap that was terminated April 30, 2014 as mentioned above was not hedged as cash flow hedge accounting was discontinued beginning on March 31, 2013  as a result of the default under the 2007 Credit Facility (see above).  Once cash flow hedge accounting was discontinued, the changes in the fair value of the interest rate swaps were recorded in the Condensed Consolidated Statement of Operations in interest expense and the remaining amounts included in AOCI are amortized to interest expense over the original term of the hedging relationship.  Hedge ineffectiveness associated with the interest rate swaps resulted in a minimal amount of other income (expense) during the three and nine months ended September 30, 2013, and there was no hedge ineffectiveness during the three and nine months ended September 30, 2014.
 
We are subject to market risks relating to changes in LIBOR rates because we have significant amounts of floating rate debt outstanding. For the 2007 Credit Facility, which was terminated on the Effective Date pursuant to the Plan, we were subject to a facility fee of 1.0% per annum on the average daily outstanding principal amount of the outstanding loan under the 2007 Credit Facility, as well as LIBOR plus 3.00% on the outstanding debt until the termination date of the facility. Additionally, during the period from January 1 to July 9, 2014, the Effective Date, we paid LIBOR plus 3.00% on the outstanding debt under the $100 Million Term Loan Facility and $253 Million Term Loan Facility.  Pursuant to the amendments to these facilities which were effective on the Effective Date of the Plan, the margin was increased from 3.00% to 3.50% for the period from July 9 to September 30, 2014.  Additionally, we paid LIBOR plus 3.00% on the outstanding debt under the 2010 Baltic Trading Credit Facility as well as three-month LIBOR plus 3.35% on the outstanding debt under the Baltic Trading $22 Million Term Loan Facility and the Baltic Trading $44 Million Term Loan Facility.  A 1% increase in LIBOR would result in an increase of $7.8 million in interest expense for the nine months ended September 30, 2014, considering the increase would be only on the unhedged portion of the debt.  For any unpaid loan payments due under the $100 Million Term Facility and the $253 Million Term Loan Facility during the bankruptcy period, the Company incurred an additional 2.00% default interest only on the unpaid loan amounts due during the bankruptcy period.
 
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Derivative financial instruments
 
As of December 31, 2013, we held four interest rate swap agreements with DnB NOR Bank to manage interest costs and the risk associated with changing interest rates.  The total notional principal amount of the swaps was $306.2 million and the swaps had specified rates and durations.  Three swaps expired during the three months ended March 31, 2014. Refer to the table in Note 11 — Interest Rate Swap Agreements of our condensed consolidated financial statements, which summarizes the interest rate swaps in place as of December 31, 2013.
 
The differential to be paid or received for these swap agreements is recognized as an adjustment to interest expense as incurred.  The interest rate differential pertaining to the interest rate swaps for the three months ended September 30, 2014 and 2013 was $0.1 million and $2.5 million, respectively.  The interest rate differential pertaining to the interest rate swaps for the nine months ended September 30, 2014 and 2013 was $2.6 million and $7.4 million, respectively.  The Company was utilizing cash flow hedge accounting for the swaps whereby the effective portion of the change in value of the swaps is reflected as a component of AOCI until March 31, 2014.  The ineffective portion was recognized as other (expense) income, which is a component of other (expense) income.  If for any period of time we did not designate the swaps for hedge accounting, the change in the value of the swap agreements prior to designation would be recognized as other (expense) income.
 
As of March 31, 2014, we were in default under covenants of our 2007 Credit Facility due to the default on the scheduled debt amortization payment due on March 31, 2014. The default under the 2007 Credit Facility required us to elect interest periods of only one-month, therefore we no longer qualified for hedge accounting under the original designation and hedge accounting was terminated effective March 31, 2014.  Additionally, the filing of the Chapter 11 Cases on the Petition Date constituted an event of default with respect to the outstanding interest rate swap with DNB Bank ASA.  As a result, DNB Bank ASA terminated all transactions under the remaining swap agreement effective April 30, 2014 and made a secured claim with the Bankruptcy Court of $5,622. The interest rate swap was settled on the Effective Date upon our emergence from bankruptcy.  This liability was paid by the Successor Company during the period from July 9 to September 30, 2014.  Refer to Note 11 — Interest Rate Swap Agreements for additional information.
 
Amounts receivable or payable arising at the settlement of hedged interest rate swaps are deferred and amortized as an adjustment to interest expense over the period of interest rate exposure provided the designated liability continues to exist.  Amounts receivable or payable arising at the settlement of unhedged interest rate swaps are reflected as other (expense) income and is listed as a component of other (expense) income.
 
Refer to the “Interest rate risk” section above for further information regarding the interest rate swap agreements.
 
Currency and exchange rates risk
 
The international shipping industry’s functional currency is the U.S. Dollar.  Virtually all of our revenues and most of our operating costs are in U.S. Dollars.  We incur certain operating expenses in currencies other than the U.S. dollar, and the foreign exchange risk associated with these operating expenses is immaterial.
 
As part of our business strategy, we may enter into short-term forward currency contracts to protect ourselves from the risk arising from the fluctuation in the exchange rate associated with the cost basis of the Jinhui shares.
 
Investments
 
At September 30, 2014, we hold investments in Jinhui with a carrying amount of $38.4 million and investments in KLC with a carrying amount of $0.1 million, both of which are classified as available for sale (“AFS”) under Accounting Standards Codification 320-10,  Investments — Debt and Equity Securities (“ASC 320-10”).  These investments are classified as noncurrent assets based on our intent to hold the investment at each reporting date.  The investments that are classified as AFS are subject to risk of changes in market value, which if determined to be impaired (other than temporarily impaired), could result in realized impairment losses.  We review the carrying value of such investments on a quarterly basis to determine if any valuation adjustments are appropriate under ASC 320-10.  We will continue to evaluate our investment in Jinhui and KLC on a quarterly basis to determine the likelihood of any significant adverse effects on the fair value and amount of any impairment.  As a result of the adoption of fresh-start accounting on the Effective Date, we revalued these investments so that the new cost basis going forward is the fair market value on the Effective Date with revaluation adjustment being recorded in Reorganization items, net.  For the three and nine months ended September 30, 2014 and 2013, we have not deemed our investments to be impaired.  In the event we determine that the Jinhui or KLC investment are subject to any impairment, the amount of the impairment would be reclassified from AOCI and recorded as a loss in the Condensed Consolidated Statement of Operations for the amount of the impairment.
 
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ITEM 4 .                      CONTROLS AND PROCEDURES 
 
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
Under the supervision and with the participation of our management, including our President and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our President and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.
 
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
 
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II:                     OTHER INFORMATION 
 
ITEM 1 .                           LEGAL PROCEEDINGS 
 
We commenced the Chapter 11 Cases to implement our restructuring. Pursuant to the Bankruptcy Code, the filing of a bankruptcy petition automatically stays certain actions against us, including actions to collect pre-petition indebtedness or to exercise control over the property of our bankruptcy estates. The Plan provided for the treatment of allowed claims against our bankruptcy estates, including pre-petition liabilities. The treatment of such liabilities under the Plan resulted in a material adjustment to our financial statements and has been recorded in Reorganization items, net in our condensed consolidated statements of operation.
 
On March 28, 2014, the Genco Auvergne was arrested due to a disputed claim with the charterer of one of our other vessels, namely the Genco Ardennes. In order for us to release the Genco Auvergne from its arrest, we entered into a cash collateralized $0.9 million bank guarantee with Skandinaviska Enskilda Banken AB (the “SEB Bank Guarantee”) on April 3, 2014. The vessel has since been released from its arrest and the bank guarantee will remain in an escrow account until the arbitration related to this case is completed. The SEB Bank Guarantee resulted in additional indebtedness. As we were in default under the covenants of our 2007 Credit Facility due to the default on a scheduled debt amortization payment due on March 31, 2014, on April 3, 2014 we received a consent from the lenders under the 2007 Credit Facility to incur this additional indebtedness. Also, under the $253 Million Term Loan Facility for which the Genco Auvergne is collateralized, we may not incur additional indebtedness related to its collateralized vessels under this facility. We also received a consent from the lenders under the $253 Million Term Loan Facility on April 3, 2014 in order to enter the SEB Bank Guarantee.
 
We have not been involved in any other legal proceedings which we believe are likely to have, or have had a significant effect on our business, financial position, results of operations or cash flows, nor are we aware of any proceedings that are pending or threatened which we believe are likely to have a significant effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.
 
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ITEM 6 .  EXHIBITS 

Exhibit	 	Document	
 	 	 	
2.1	 	Confirmation Order, dated July 2, 2014.(1)	
 	 	 	
2.2	 	First Amended Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code.(1)	
 	 	 	
3.1	 	Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(2)	
 	 	 	
3.2	 	Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated as of July 9, 2014.(2)	
 	 	 	
4.1	 	Form of Specimen Stock Certificate of Genco Shipping & Trading Limited.(2)	
 	 	 	
4.2	 	Form of Specimen Warrant Certificate of Genco Shipping & Trading Limited.(2)	
 	 	 	
10.1	 	Second Supplemental Agreement dated as of July 19, 2014 to $253,000,000 Secured Loan Facility Agreement dated August 20, 2010, by and among Genco Shipping & Trading Limited as Borrower; BNP Paribas, Crédit Agricole Corporate and Investment Bank, DVB Bank SE, Deutsche Bank AG Filiale Deutschlandgeschäft, and Skandinaviska Enskilda Banken AB (publ), as Lenders; Deutsche Bank Luxembourg S.A., as Agent; BNP Paribas, Crédit Agricole, Corporate and Investment Bank, DVB Bank SE, Deutsche Bank AG Filiale Deutschlandgeschäft, and Skandinaviska Enskilda Banken Ab (publ), as Mandated Lead Arrangers; BNP Paribas, Crédit Agricole Corporate and Investment Bank, DVB Bank SE, Deutsche Bank AG, and Skandinaviska Enskilda Banken AB (publ), as Swap Providers; Deutsche Bank AG Filiale Deutschlandgeschäft, as Security Agent and Bookrunner; and the subsidiaries of Genco listed therein as Guarantors .(2)	
 	 	 	
10.2	 	Amendment and Restatement Agreement, dated as of July 9, 2014, by and among Genco Shipping & Trading Limited as Borrower, the companies listed in Schedule 2 of Appendix A thereto as Guarantors, the banks and financial institutions listed in Schedule 1 of Appendix A thereto as Lenders, and Crédit AgricoleCorporate and Investment Bank, as Agent and Security Trustee .(2)	
 	 	 	
10.3	 	Registration Rights Agreement as of July 9, 2014 by and between Genco Shipping & Trading Limited and the Holders party thereto .(2)	
 	 	 	
10.4	 	Warrant Agreement, dated as of July 9, 2014, between Genco Shipping & Trading Limited and Computershare Inc., as Warrant Agent.(2)	
 	 	 	
10.5	 	Genco Shipping & Trading Limited 2014 Management Incentive Plan.(3)	
 	 	 	
10.6	 	Restricted Stock Grant Agreement dated as of August 7, 2014 between Genco Shipping & Trading Limited and Peter C. Georgiopoulos.*	
 	 	 	
10.7	 	Restricted Stock Grant Agreement dated as of August 7, 2014 between Genco Shipping & Trading Limited and John C. Wobensmith.*	
 	 	 	
10.8	 	Warrant Certificate No. W-1 dated as of August 7, 2014 and issued to Peter C. Georgiopoulos.*	
 	 	 	
10.9	 	Warrant Certificate No. W-2 dated as of August 7, 2014 and issued to Peter C. Georgiopoulos.*	
 	 	 	
10.10	 	Warrant Certificate No. W-3 dated as of August 7, 2014 and issued to Peter C. Georgiopoulos.*	
 	 	 	
10.11	 	Warrant Certificate No. W-4 dated as of August 7, 2014 and issued to John C. Wobensmith.*	
 	 	 	
10.12	 	Warrant Certificate No. W-5 dated as of August 7, 2014 and issued to John C. Wobensmith.*	
 	 	 	
10.13	 	Warrant Certificate No. W-6 dated as of August 7, 2014 and issued to John C. Wobensmith.*	
 	 	 	
31.1	 	Certification of President pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.*	
 
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31.2	 	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.*	
 	 	 	
32.1	 	Certification of President pursuant to 18 U.S.C. Section 1350.*	
 	 	 	
32.2	 	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*	
 	 	 	
101	 	The following materials from Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013 (Unaudited), (ii) Condensed Consolidated Statements of Operations (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited), (iv) Condensed Consolidated Statements of Equity (Unaudited), (v) Condensed Consolidated Statements of Cash Flows (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).**	

(*)	 	Filed with this report.	
 	 	 	
(**)	 	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.	
 	 	 	
(1)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2014.	
 	 	 	
(2)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2014.	
 	 	 	
(3)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 7, 2014.	
 
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SIGNATURES 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 	GENCO SHIPPING & TRADING LIMITED	

DATE: November 17, 2014	By:	/s/ Robert Gerald Buchanan	
 	Robert Gerald Buchanan	
 	President	
 	(Principal Executive Officer)	

DATE: November 17, 2014	By:	/s/ John C. Wobensmith	
 	John C. Wobensmith	
 	Chief Financial Officer & Secretary	
 	(Principal Financial and Accounting Officer)	
 
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Exhibit Index

Exhibit	 	Document	
 	 	 	
2.1	 	Confirmation Order, dated July 2, 2014.(1)	
 	 	 	
2.2	 	First Amended Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code.(1)	
 	 	 	
3.1	 	Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(2)	
 	 	 	
3.2	 	Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated as of July 9, 2014.(2)	
 	 	 	
4.1	 	Form of Specimen Stock Certificate of Genco Shipping & Trading Limited.(2)	
 	 	 	
4.2	 	Form of Specimen Warrant Certificate of Genco Shipping & Trading Limited.(2)	
 	 	 	
10.1	 	Second Supplemental Agreement dated as of July 19, 2014 to $253,000,000 Secured Loan Facility Agreement dated August 20, 2010, by and among Genco Shipping & Trading Limited as Borrower; BNP Paribas, Crédit Agricole Corporate and Investment Bank, DVB Bank SE, Deutsche Bank AG Filiale Deutschlandgeschäft, and Skandinaviska Enskilda Banken AB (publ), as Lenders; Deutsche Bank Luxembourg S.A., as Agent; BNP Paribas, Crédit Agricole, Corporate and Investment Bank, DVB Bank SE, Deutsche Bank AG Filiale Deutschlandgeschäft, and Skandinaviska Enskilda Banken Ab (publ), as Mandated Lead Arrangers; BNP Paribas, Crédit Agricole Corporate and Investment Bank, DVB Bank SE, Deutsche Bank AG, and Skandinaviska Enskilda Banken AB (publ), as Swap Providers; Deutsche Bank AG Filiale Deutschlandgeschäft, as Security Agent and Bookrunner; and the subsidiaries of Genco listed therein as Guarantors .(2)	
 	 	 	
10.2	 	Amendment and Restatement Agreement, dated as of July 9, 2014, by and among Genco Shipping & Trading Limited as Borrower, the companies listed in Schedule 2 of Appendix A thereto as Guarantors, the banks and financial institutions listed in Schedule 1 of Appendix A thereto as Lenders, and Crédit AgricoleCorporate and Investment Bank, as Agent and Security Trustee .(2)	
 	 	 	
10.3	 	Registration Rights Agreement as of July 9, 2014 by and between Genco Shipping & Trading Limited and the Holders party thereto .(2)	
 	 	 	
10.4	 	Warrant Agreement, dated as of July 9, 2014, between Genco Shipping & Trading Limited and Computershare Inc., as Warrant Agent.(2)	
 	 	 	
10.5	 	Genco Shipping & Trading Limited 2014 Management Incentive Plan.(3)	
 	 	 	
10.6	 	Restricted Stock Grant Agreement dated as of August 7, 2014 between Genco Shipping & Trading Limited and Peter C. Georgiopoulos.*	
 	 	 	
10.7	 	Restricted Stock Grant Agreement dated as of August 7, 2014 between Genco Shipping & Trading Limited and John C. Wobensmith.*	
 	 	 	
10.8	 	Warrant Certificate No. W-1 dated as of August 7, 2014 and issued to Peter C. Georgiopoulos.*	
 	 	 	
10.9	 	Warrant Certificate No. W-2 dated as of August 7, 2014 and issued to Peter C. Georgiopoulos.*	
 	 	 	
10.10	 	Warrant Certificate No. W-3 dated as of August 7, 2014 and issued to Peter C. Georgiopoulos.*	
 	 	 	
10.11	 	Warrant Certificate No. W-4 dated as of August 7, 2014 and issued to John C. Wobensmith.*	
 	 	 	
10.12	 	Warrant Certificate No. W-5 dated as of August 7, 2014 and issued to John C. Wobensmith.*	
 	 	 	
10.13	 	Warrant Certificate No. W-6 dated as of August 7, 2014 and issued to John C. Wobensmith.*	
 	 	 	
31.1	 	Certification of President pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.*	
 
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31.2	 	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.*	
 	 	 	
32.1	 	Certification of President pursuant to 18 U.S.C. Section 1350.*	
 	 	 	
32.2	 	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*	
 	 	 	
101	 	The following materials from Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013 (Unaudited), (ii) Condensed Consolidated Statements of Operations (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited), (iv) Condensed Consolidated Statements of Equity (Unaudited), (v) Condensed Consolidated Statements of Cash Flows (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).**	

(*)	 	Filed with this report.	
 	 	 	
(**)	 	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.	
 	 	 	
(1)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2014.	
 	 	 	
(2)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2014.	
 	 	 	
(3)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 7, 2014.	
 
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Exhibit 10.6
 
Genco Shipping & Trading Limited
Restricted Stock Grant Agreement
 
THIS AGREEMENT, made as of August 7, 2014, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Peter C. Georgiopoulos (the “Participant”).
 
WHEREAS, the Prepackaged Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code, dated April 16, 2014 (as such plan may be modified, amended or supplemented from time to time, the “Prepack Plan”) pertaining to the Company has become effective;
 
WHEREAS, pursuant to and in furtherance of the Prepack Plan, the Company has adopted the Genco Shipping & Trading Limited 2014 Management Incentive Plan (the “MIP”), effective as of the “Effective Date” of the Prepack Plan (as defined in the Prepack Plan), in order to grant warrants to purchase shares of shares of common stock of the reorganized Company (“Common Stock”) and to grant restricted shares of Common Stock;
 
WHEREAS, the MIP provides that the Board of Directors of the Company or its delegatee (collectively, the “Board of Directors”) shall administer the MIP and determine the key persons to whom awards shall be granted and the amount and type of such awards; and
 
WHEREAS, pursuant to the Prepack Plan, the Board of Directors has determined to grant the Participant an award under the MIP as set forth in this Agreement;
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
 
1.                                       Grant of Restricted Stock .  Pursuant to, and subject to, the terms and conditions set forth herein (including without limitation Section 17 hereof) and in the MIP, the Board of Directors hereby grants to the Participant 832,950 restricted shares (the “Restricted Stock”) of Common Stock.
 
2.                                       Grant Date .  The Grant Date of the Restricted Stock is August 7, 2014.
 
3.                                       Incorporation of MIP .  All terms, conditions and restrictions of the MIP are incorporated herein and made part hereof as if stated herein.  If there is any conflict between the terms and conditions of the MIP and this Agreement, the terms and conditions of the MIP, as interpreted by the Board of Directors, shall govern.  Except as otherwise provided herein, all capitalized terms used herein shall have the meaning given to such terms in the MIP.
 
4.                                       Vesting .
 
(a)                                  Subject to Section 4(b) hereof and the further provisions of this Agreement, a number of whole shares of Restricted Stock equal to 1/3 of the total number of shares granted hereunder shall vest on each of the first three anniversaries of the Grant Date (rounding down to the nearest whole share on each of the first two anniversaries and rounding up on the third anniversary) (each such date, a “Vesting Date”).

 
(b)                                  In the event of the occurrence of a Change in Control, as defined in Section 3.8(a) of the MIP, as in effect on the date of such occurrence, the Restricted Stock shall become vested in full on the date of such Change in Control.
 
5.                                       Restrictions on Transferability .  Until a share of Restricted Stock vests, the Participant shall not transfer the Participant’s rights to such share of Restricted Stock or to any rights related thereto.  In addition, any transfers shall also be subject to the transfer restrictions set forth in the Company’s Articles of Incorporation. Any attempt to transfer unvested shares of Restricted Stock or any rights related thereto, whether by transfer, pledge, hypothecation or otherwise and whether voluntary or involuntary, by operation of law or otherwise, shall not vest the transferee with any interest or right in or with respect to such shares of Restricted Stock or such related rights.
 
6.                                       Termination of Service .
 
(a)                                  In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock are vested for any reason (including without limitation the Participant’s death or disability, as defined in the MIP) other than (i) removal as a Director for cause (as defined in Article III, Section 4 of the Amended and Restated By-Laws of the Company) or (ii) due to the Participant’s voluntary termination of his Service, all shares of Restricted Stock shall become vested immediately prior to such termination of Service.  For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following:  an employee or a director of, or a consultant to, the Company.
 
(b)                                  In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock are vested (i) due to removal as a Director for cause (as defined in Article III, Section 4 of the Amended and Restated By-Laws of the Company) or (ii) due to the Participant’s voluntary termination of his Service, all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares.
 
7.                                       Issuance of Shares .
 
(a)                                  Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant stock certificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent.  The Restricted Stock, if certificated, shall bear the following legend:
 
“THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENCO SHIPPING & TRADING LIMITED 2014 MANAGEMENT INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENCO SHIPPING & TRADING LIMITED AND
 
2 

 
THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.  NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENCO SHIPPING & TRADING LIMITED.”
 
If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the MIP.  Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest.
 
(b)                                  Reasonably promptly after any such shares of Restricted Stock vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificates evidencing the Restricted Stock, delivered to the Participant under Section 7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) certificates evidencing such shares of Restricted Stock and such other securities, free of the legend provided in Section 7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof.
 
(c)                                   The Company may require as a condition of the delivery of stock certificates or the removal of any electronic coding or stop order, pursuant to Section 7(b) hereof, that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the applicable shares.  The Board of Directors, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash.
 
(d)                                  The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 7(a) hereof, and then only from the date such certificate is issued or such book entry is made.  Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.
 
8.                                       Securities Matters .  The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the MIP or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws.  The Company shall not be obligated to cause to be issued any
 
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shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded.  The Board of Directors may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Board of Directors, in its sole discretion, deems necessary or desirable.  The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.
 
9.                                       Dividends, etc .  Any cash dividends or other property (but not including securities) received by a Participant with respect to a share of Restricted Stock shall be returned to the Company in the event such share of Restricted Stock is forfeited, subject to Section 2.7(e) of the MIP.  Any securities received by a Participant with respect to a share of Restricted Stock as a result of any dividend, recapitalization, merger, consolidation, combination, exchange of shares or otherwise will not vest until such share of Restricted Stock vests and shall be forfeited if such share of Restricted Stock is forfeited, subject to Section 2.7(e) of the MIP.  Unless the Board of Directors otherwise determines, such securities shall bear the legend or be subject to the electronic coding or stop order set forth in Section 7(a) hereof.
 
10.                                Delays or Omissions .  No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, must be in a writing signed by such party and shall be effective only to the extent specifically set forth in such writing.
 
11.                                Right of Discharge Preserved .  Nothing in this Agreement shall confer upon the Participant the right to continue in the employ or other service of the Company, or affect any right which the Company may have to terminate such employment or service.
 
12.                                Integration .  This Agreement contains the entire understanding of the parties with respect to its subject matter.  There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein.  This Agreement, including, without limitation, the MIP, supersedes all prior agreements and understandings between the parties with respect to its subject matter.
 
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13.                                Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
 
14.                                Governing Law .  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the provisions governing conflict of laws.
 
15.                                Obligation to Notify .  If the Participant makes the election permitted under Section 83(b) of the Internal Revenue Code of 1986, as amended (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service and shall within the same 10-day period remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to such inclusion in Participant’s income. The Participant should consult with his or her tax advisor to determine the tax consequences of acquiring the Restricted Stock and the advantages and disadvantages of filing the Section 83(b) election.  The Participant acknowledges that it is his or her sole responsibility, and not the Company’s, to file a timely election under Section 83(b), even if the Participant requests the Company or its representatives to make this filing on his or her behalf.
 
16.                                Reimbursement for Excise Tax .  In the event that the Participant incurs any Excise Tax (as defined in the Participant’s Restricted Stock Grant Agreement with the Company dated as of March 5, 2010 (the “Prior Agreement”)) on any payments or benefits under this Agreement, the Company shall gross-up the Participant the amount of such Excise Tax incurred in accordance with the provisions of Section 16 of the Prior Agreement (such provisions to apply irrespective of whether the Prior Agreement continues in effect at the time of such Excise Tax) and such Section 16 of the Prior Agreement relating to the Gross-Up Payment (as defined in the Prior Agreement) shall be incorporated with full effect into this Agreement, provided that any reference to “this Agreement” in such Section 16 shall be deemed to refer to this Restricted Stock Grant Agreement.
 
17.                                Participant Acknowledgment .  The Participant hereby acknowledges receipt of a copy of the MIP.  The Participant hereby acknowledges that all decisions, determinations and interpretations of the Board of Directors in respect of the MIP, this Agreement and the Restricted Stock shall be final and conclusive.
 
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the MIP as of the day and year first written above.

 	GENCO SHIPPING & TRADING LIMITED	

 	 	By:	/s/ John C. Wobensmith	
 	 	 	 	
 	 	Name:	John C. Wobensmith	
 	 	 	 	
 	 	Title:	Chief Financial Officer	

 	 	/s/ Peter C. Georgiopoulos	
 	 	Peter C. Georgiopoulos	
 
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Exhibit 10.7
 
Genco Shipping & Trading Limited
Executive Officer Restricted Stock Grant Agreement
 
THIS AGREEMENT, made as of August 7, 2014, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and John C. Wobensmith (the “Participant”).
 
WHEREAS, the Prepackaged Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code, dated April 16, 2014 (as such plan may be modified, amended or supplemented from time to time, the “Prepack Plan”) pertaining to the Company has become effective;
 
WHEREAS, pursuant to and in furtherance of the Prepack Plan, the Company has adopted the Genco Shipping & Trading Limited 2014 Management Incentive Plan (the “MIP”), effective as of the “Effective Date” of the Prepack Plan (as defined in the Prepack Plan), in order to grant warrants to purchase shares of shares of common stock of the reorganized Company (“Common Stock”) and to grant restricted shares of Common Stock;
 
WHEREAS, the MIP provides that the Board of Directors of the Company or its delegatee (collectively, the “Board of Directors”) shall administer the MIP and determine the key persons to whom awards shall be granted and the amount and type of such awards; and
 
WHEREAS, pursuant to the Prepack Plan, the Board of Directors has determined to grant the Participant an award under the MIP as set forth in this Agreement;
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
 
1.                                       Grant of Restricted Stock .  Pursuant to, and subject to, the terms and conditions set forth herein (including without limitation Section 17 hereof) and in the MIP, the Board of Directors hereby grants to the Participant 222,120 restricted shares (the “Restricted Stock”) of Common Stock.
 
2.                                       Grant Date .  The Grant Date of the Restricted Stock is August 7, 2014.
 
3.                                       Incorporation of MIP .  All terms, conditions and restrictions of the MIP are incorporated herein and made part hereof as if stated herein.  If there is any conflict between the terms and conditions of the MIP and this Agreement, the terms and conditions of the MIP, as interpreted by the Board of Directors, shall govern.  Except as otherwise provided herein, all capitalized terms used herein shall have the meaning given to such terms in the MIP.
 
4.                                       Vesting .
 
(a)                                  Subject to Section 4(b) hereof and the further provisions of this Agreement, a number of whole shares of Restricted Stock equal to 1/3 of the total number of shares granted hereunder shall vest on each of the first three anniversaries of the Grant Date (rounding down to the nearest whole share on each of the first two anniversaries and rounding up on the third anniversary) (each such date, a “Vesting Date”).

 
(b)                                  In the event of the occurrence of a Change in Control, as defined in Section 3.8(a) of the MIP, as in effect on the date of such occurrence, the Restricted Stock shall become vested in full on the date of such Change in Control.
 
5.                                       Restrictions on Transferability .  Until a share of Restricted Stock vests, the Participant shall not transfer the Participant’s rights to such share of Restricted Stock or to any rights related thereto.  In addition, any transfers shall also be subject to the transfer restrictions set forth in the Company’s Articles of Incorporation.  Any attempt to transfer unvested shares of Restricted Stock or any rights related thereto, whether by transfer, pledge, hypothecation or otherwise and whether voluntary or involuntary, by operation of law or otherwise, shall not vest the transferee with any interest or right in or with respect to such shares of Restricted Stock or such related rights.
 
6.                                       Termination of Service .
 
(a)                                  In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the MIP), by the Participant for Good Reason (as defined in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended (the “Employment Agreement”)), or the Participant’s death or disability (as defined in the MIP), all unvested shares of Restricted Stock, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares.  For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following:  an employee or a director of, or a consultant to, the Company.
 
(b)                                  In the event that, before all the shares of Restricted Stock are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the MIP) or by the Participant for Good Reason, all shares of Restricted Stock shall become vested immediately prior to such termination of Service.
 
(c)                                   In the event that, before all the shares of Restricted Stock are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the MIP), a Pro Rata Portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares.  For purposes hereof, “Pro Rata Portion” shall mean that number of shares of Restricted Stock that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the
 
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following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.
 
7.                                       Issuance of Shares .
 
(a)                                  Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant stock certificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent.  The Restricted Stock, if certificated, shall bear the following legend:
 
“THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENCO SHIPPING & TRADING LIMITED 2014 MANAGEMENT INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENCO SHIPPING & TRADING LIMITED AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.  NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENCO SHIPPING & TRADING LIMITED.”
 
If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the MIP.  Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest.
 
(b)                                  Reasonably promptly after any such shares of Restricted Stock vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificates evidencing the Restricted Stock, delivered to the Participant under Section 7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) certificates evidencing such shares of Restricted Stock and such other securities, free of the legend provided in Section 7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof.
 
(c)                                   The Company may require as a condition of the delivery of stock certificates or the removal of any electronic coding or stop order, pursuant to Section 7(b) hereof, that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the applicable shares.  The Board of Directors, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the
 
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Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash.
 
(d)                                  The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 7(a) hereof, and then only from the date such certificate is issued or such book entry is made.  Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.
 
8.                                       Securities Matters .  The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the MIP or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws.  The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded.  The Board of Directors may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Board of Directors, in its sole discretion, deems necessary or desirable.  The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.
 
9.                                       Dividends, etc .  Any cash dividends or other property (but not including securities) received by a Participant with respect to a share of Restricted Stock shall be returned to the Company in the event such share of Restricted Stock is forfeited, subject to Section 2.7(e) of the MIP.  Any securities received by a Participant with respect to a share of Restricted Stock as a result of any dividend, recapitalization, merger, consolidation, combination, exchange of shares or otherwise will not vest until such share of Restricted Stock vests and shall be forfeited if such share of Restricted Stock is forfeited, subject to Section 2.7(e) of the MIP.  Unless the Board of Directors otherwise determines, such securities shall bear the legend or be subject to the electronic coding or stop order set forth in Section 7(a) hereof.
 
10.                                Delays or Omissions .  No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or
 
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default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, must be in a writing signed by such party and shall be effective only to the extent specifically set forth in such writing.
 
11.                                Right of Discharge Preserved .  Nothing in this Agreement shall confer upon the Participant the right to continue in the employ or other service of the Company, or affect any right which the Company may have to terminate such employment or service.
 
12.                                Integration .  This Agreement contains the entire understanding of the parties with respect to its subject matter.  There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein.  This Agreement, including, without limitation, the MIP, supersedes all prior agreements and understandings between the parties with respect to its subject matter.
 
13.                                Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
 
14.                                Governing Law .  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the provisions governing conflict of laws.
 
15.                                Obligation to Notify .  If the Participant makes the election permitted under Section 83(b) of the Internal Revenue Code of 1986, as amended (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service and shall within the same 10-day period remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to such inclusion in Participant’s income. The Participant should consult with his or her tax advisor to determine the tax consequences of acquiring the Restricted Stock and the advantages and disadvantages of filing the Section 83(b) election.  The Participant acknowledges that it is his or her sole responsibility, and not the Company’s, to file a timely election under Section 83(b), even if the Participant requests the Company or its representatives to make this filing on his or her behalf.
 
16.                                Reimbursement for Excise Tax .  In the event that the Participant incurs any Excise Tax (as defined in the Employment Agreement) on any payments or benefits under this Agreement, the Company shall gross-up the Participant the amount of such Excise Tax incurred in accordance with the provisions of Section 7(b) of the Employment Agreement (such provisions to apply irrespective of whether the Employment Agreement or its Term continues in effect at the time of such Excise Tax) and such Section 7(b) of the Employment Agreement relating to the Gross-Up Payment (as defined in the Employment Agreement) shall be incorporated with full effect into this Agreement, provided that any reference to “you” and to “this Agreement” in such Section 7(b) shall be deemed to refer to the “Participant” and this Agreement, respectively.
 
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17.                                Participant Acknowledgment .  The Participant hereby acknowledges receipt of a copy of the MIP.  The Participant hereby acknowledges that all decisions, determinations and interpretations of the Board of Directors in respect of the MIP, this Agreement and the Restricted Stock shall be final and conclusive.
 
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the MIP as of the day and year first written above.

 	GENCO SHIPPING & TRADING LIMITED	

 	 	By:	/s/ Robert Gerald Buchanan	
 	 	 	 	
 	 	Name:	Robert Gerald Buchanan	
 	 	 	 	
 	 	Title:	President	

 	 	/s/ John C. Wobensmith	
 	 	John C. Wobensmith	
 
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Exhibit 10.8
 
THIS WARRANT CERTIFICATE WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON AUGUST 7, 2020
 
WARRANT TO PURCHASE
 
1,785,498 SHARES OF COMMON STOCK OF
 
GENCO SHIPPING & TRADING LIMITED
 
PURSUANT TO THE GENCO SHIPPING & TRADING LIMITED 2014 MANAGEMENT INCENTIVE PLAN
 
ISSUE DATE:   August 7, 2014
 
No. W-1
 
This certifies that, for value received, Peter C. Georgiopoulos (the “ Holder ”), is entitled to purchase from Genco Shipping & Trading Limited, a Marshall Islands corporation (the “ Company ”), subject to the terms and conditions hereof and the Plan, at any time before 5:00 p.m., New York time, on August 7, 2020, the number of fully paid and non-assessable shares of common stock of the reorganized Company authorized and issued pursuant to the Prepack Plan and the articles of incorporation of the reorganized Company (“ Common Stock ”) set forth above at the Exercise Price (as defined herein).  The Exercise Price and the number and kind of shares purchasable hereunder are subject to adjustment from time to time as provided in Article III of this Warrant Certificate.  The initial Exercise Price shall be $25.91.  In the event of any conflict between the terms hereof and the Plan, the terms of the Plan shall control.
 
ARTICLE I
 
DEFINITIONS
 
Section 1.1                                     Definition of Terms .  As used in this Warrant Certificate, the following capitalized terms shall have the following respective meanings:
 
(a)                                  “ Affiliate ” has the meaning set forth in Rule 12b-2 of the Exchange Act.
 
(b)                                  “ Business Day ” means any day on which commercial banks are not authorized or permitted to close in the City of New York, Borough of Manhattan.
 
(c)                                   “ Closing Sale Price ” of the Common Stock on any date of determination means:
 
(i)                                      if the Common Stock is listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale price per share of the Common Stock (or if no closing sale price is reported, the average of the closing bid and closing ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten (10) consecutive trading days immediately prior to such

 
date of determination, as reported by the New York Stock Exchange or The NASDAQ Stock Market, as applicable;
 
(ii)                                   if the Common Stock is not listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale price per share of the Common Stock (or if no closing sale price is reported, the average of the high bid and low asked prices or, if more than one in either case, the average of the average high bid and low asked prices) for the ten (10) consecutive trading days immediately prior to such date of determination, as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded;
 
(iii)                                if the Common Stock is not listed on a U.S. national or regional securities exchange, the average last quoted sale price for the Common Stock (or, if no sale price is reported, the average of the high bid and low asked price for such date) for the ten (10) consecutive trading days immediately prior to such date of determination, in the over-the-counter market as reported by OTC Markets Group Inc. or other similar organization; or
 
(iv)                               in all other cases, as determined in good faith by the Board of Directors of the Company (“ Board of Directors ”).
 
The Closing Sale Price shall be determined without reference to early hours, after hours or extended market trading.
 
The Closing Sale Price shall be appropriately adjusted by the Company in good faith if the “ex date” (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) occurs during the ten (10) consecutive trading days immediately prior to the day as of which “Current Sale Price” is being determined.
 
For these purposes the term “ex date”, when used:
 
(i)                                      with respect to any issuance or distribution, means the first (1st) date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Price was obtained without the right to receive such issuance or distribution;
 
(ii)                                   with respect to any subdivision or combination of shares of Common Stock, means the first (1st) date on which the Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective; and
 
(iii)                                with respect to any tender or exchange offer, means the first (1st) date on which the Common Stock trades regular way on such exchange or in such market after the expiration time of such offer.
 
Whenever such adjustments shall be made to the Current Sale Price as may be necessary or appropriate to effectuate the intent of this Warrant and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.
 
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(d)                                  “ Common Stock ” has the meaning set forth in the preamble, and shall include any successor security as a result of any recapitalization, reorganization, reclassification or similar transaction involving the Company.
 
(e)                                   “ Company ” has the meaning set forth in the preamble.
 
(f)                                    “ Date of Issuance ” means August 7, 2014.
 
(g)                                   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
 
(h)                                  “ Exercise Date ” means any date, on or prior to the expiration of the Exercise Period, on which the Holder exercises the right to purchase the Warrant Exercise Shares, in whole or in part, pursuant to and in accordance with the terms and conditions described herein.
 
(i)                                      “ Exercise Form ” has the meaning set forth in Section 2.4(b)  hereof.
 
(j)                                     “ Exercise Period ” has the meaning set forth in Section 2.2(c)  hereof.
 
(k)                                  “ Exercise Price ” has the meaning set forth in Section 2.1(a)  hereof.
 
(l)                                      “ Fully Diluted ” means all Common Stock outstanding as of the applicable measurement date together with all Common Stock then issuable upon (i) the conversion of convertible securities of the Company at the then applicable conversion rate, and (ii) the exercise of any options or warrants then exercisable for Common Stock; provided , that, for purposes of clauses (i) and (ii), all conditions to the convertibility and/or exercisability of convertible securities, options and warrants of the Company, shall be deemed to have been satisfied.
 
(m)                              “ Governmental Authority ” means any (i) government, (ii) governmental or quasi- governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.
 
(n)                                  “ Holder ” has the meaning set forth in the preamble.
 
(o)                                  “ Immediate Family Members ”  has the meaning set forth in Section 4.1 hereof.
 
(p)                                  “ Initial Per Share Value ” has the meaning set forth in Section 3.1(f)  hereof.
 
(q)                                  “ Law ” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, the Republic of the Marshall
 
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Islands, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.
 
(r)                                     “ Organic Change ” means any recapitalization, reorganization, reclassification, consolidation, merger, sale of a majority of the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) cash, stock, securities or other assets or property with respect to or in exchange for Common Stock, other than a transaction which triggers an adjustment pursuant to Sections 3.1(a) , (b)  or (c) .
 
(s)                                    “ Person ” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity (as such term is defined in the Bankruptcy Code).
 
(t)                                     “ Plan ” means the 2014 Management Incentive Plan of the Company, as amended from time to time.
 
(u)                                  “ Prepack Plan ” means the “Prepackaged Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code,” dated April 16, 2014 (as such plan may be modified, amended or supplemented from time to time).
 
(v)                                  “ Pro Rata Repurchase Offer ” means any offer to purchase shares of Common Stock by the Company or any Affiliate thereof pursuant to (i) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other offer available to substantially all holders of Common Stock to purchase or exchange their shares of Common Stock, in the case of both (i) or (ii), whether for cash, shares of capital stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of capital stock, other securities or evidences of indebtedness of a Subsidiary), or any combination thereof, effected while the Warrant is outstanding.  The “effective date” of a Pro Rata Repurchase Offer shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase Offer or the date of purchase with respect to any Pro Rata Repurchase Offer that is not a tender or exchange offer.
 
(w)                                “ Securities Act ” means the Securities Act of 1933, as amended.
 
(x)                                  “ Service ” means a continuous time period during which the Holder is at least one of the following:  an employee or a director of, or a consultant to, the Company.
 
(y)                                  “ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company or other business entity (other than a corporation), a majority of the partnership, limited liability company or other
 
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similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company or other business entity gains or losses or shall be or control the general partner, the managing member or entity performing similar functions of such partnership, limited liability company or other business entity.
 
(z)                                   “ Third Party Cash Sale ” means in any such case with a purchaser that is not an Affiliate of the Company: (i) any merger, consolidation, or other similar transaction or series of transactions to which the Company is a party and pursuant to which the Company is not the surviving Person in such transaction and the consideration received by the Company’s shareholders (directly or indirectly) consists solely of cash or (ii) the sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole and the consideration received by the Company’s shareholders (directly or indirectly) consists solely of cash.
 
(aa)                           “ Third Party Sale Price ” means, with respect to any Third Party Cash Sale, the quotient of (x) the aggregate cash consideration received by the shareholders (directly or indirectly) in connection with the applicable Third Party Cash Sale, divided by (y) the number of Fully Diluted Shares of Common Stock outstanding immediately before the Third Party Sale Closing.
 
(bb)                           “ Warrant Exercise Shares ” means the shares of Common Stock issued upon the applicable exercise of a Warrant.
 
Section 1.2                                     Rules of Construction .
 
(a)                                              The singular form of any word used herein, including the terms defined in Section 1.1 hereof, shall include the plural, and vice versa.  The use herein of a word of any gender shall include correlative words of all genders.
 
(b)                                              Unless otherwise specified, references to Articles, Sections and other subdivisions of this Warrant are to the designated Articles, Sections and other subdivision of this Warrant as originally executed.  The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Warrant as a whole.
 
(c)                                               References to “$” are to dollars in lawful currency of the United States of America.
 
(d)                                              The Exhibits attached hereto are an integral part of this Warrant.
 
ARTICLE II
 
TERMS AND EXERCISE OF WARRANT
 
Section 2.1                                     Exercise Price .  Each Warrant shall entitle the Holder to, subject to the provisions of the Plan and of this Warrant Certificate, the right to purchase from the Company
 
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the number of shares of Common Stock, at the price of $25.91 per share (as the same may be hereafter adjusted in accordance herewith, the “ Exercise Price ”), specified on the first page of this Warrant Certificate.
 
Section 2.2                                     Exercise Period .  Subject to the further provisions of this Warrant Certificate, the Warrant shall be exercisable as follows:
 
(a)                                  Subject to Section 2.2(b) , the Warrant shall become exercisable with respect to a number of whole shares equal to one-third (1/3) of the shares subject to the Warrant on each of the first three (3) anniversaries of the Date of Issuance (rounding down to the nearest whole share on each of the first two (2) anniversaries and rounding up on the third (3rd) anniversary).
 
(b)                                  In the event of a Change in Control of the Company, as defined in the Plan, the Warrant shall become exercisable in full on the effective date of the Change in Control.
 
(c)                                   The Warrant may be exercised by the Holder thereof, in whole or in part (but not as to a fractional share of Common Stock), at any time and from time to time after the Warrant becomes exercisable in accordance with Sections 2.2(a)  and 2.2(b)  hereof and prior to 5:00 P.M., New York time on the sixth (6th) anniversary hereof, unless terminated earlier pursuant to this Warrant Certificate or the Plan (the “ Exercise Period ”).   To the extent that the Warrant or portion thereof is not exercised prior to the expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights thereunder, upon such expiration.
 
Section 2.3                                     Termination of Service
 
(a)                                  If the Holder’s Service is terminated for cause (as defined in Article III, Section 4 of the Amended and Restated By-Laws of the Company), or if the Holder voluntarily terminates his Service, the Warrant, to the extent not theretofore exercised, shall terminate upon the commencement of business on the date of the Holder’s termination of Service.
 
(b)                                  If the Holder’s Service is terminated for any reason (including without limitation the Holder’s death or disability (as defined below)) other than (i) removal as a director for cause (as defined in Article III, Section 4 of the Amended and Restated By-Laws of the Company) or (ii) due to the Holder’s voluntary termination of his Service, then the Warrant shall fully vest and become immediately exercisable as of the date of such termination of Service and shall remain exercisable until the expiration of the Exercise Period.  For this purpose “disability” shall mean any physical or mental condition that would qualify the Holder for a disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a physical or mental condition that prevents the Holder from performing the essential functions of the Holder’s position (with or without reasonable accommodation) for a period of six (6) consecutive months.  The existence of a disability shall be determined by the Company.
 
Section 2.4                                     Method of Exercise .
 
(a)                                  In connection with the exercise of the Warrant, the Exercise Price shall be paid as provided in this Section 2.4(a) .  In connection with the exercise of the Warrant, the
 
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Holder of such Warrant shall exchange the Common Stock purchase rights represented thereby by surrendering such Warrant to the Company, together with a written notice to the Company that the Holder is exchanging the Warrant (or a portion thereof) for the number of Warrant Exercise Shares being exercised, up to the aggregate number of Warrant Exercise Shares for which this Warrant Certificate is exercisable, specified in the notice, from which the Company shall withhold and not issue to such Holder, in payment of the Exercise Price thereof, a number of such Warrant Exercise Shares equal to (x) the number of Warrant Exercise Shares for which the Warrant is being exercised, multiplied by (y) the Exercise Price, and divided by (z) the Closing Sale Price on the Exercise Date (and such withheld shares shall no longer be issuable under the Warrant, and the Holder shall not have any rights or be entitled to any payment with respect to such withheld shares); provided , however , that the shares withheld, when valued based on the fair market value determined under Treasury Regulation 1.409A-1(b)(5)(iv)(A), shall have a value not less than the aggregate Exercise Price.  The issuance of any shares shall be subject to Section 3.6 of the Plan with respect to withholding of taxes and the Company may appropriately reduce the number of Warrant Exercise Shares in order to satisfy any withholding obligation.
 
(b)                                  Subject to the terms and conditions of the Plan and this Warrant Certificate, the Holder of a Warrant may exercise, in whole or in part, such Holder’s right to purchase the Warrant Exercise Shares issuable upon exercise of such Warrant, by providing an exercise form for the election to exercise such Warrant (“ Exercise Form ”) substantially in the form of Exhibit A hereto, properly completed and duly executed by the Holder thereof to the Company.
 
(c)                                   Any exercise of the Warrant pursuant to the terms of this Warrant Certificate shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.
 
(d)                                  Upon receipt of an Exercise Form pursuant to Section 2.4(a) , the Company shall:
 
(i)                                      examine such Exercise Form and all other documents delivered to it by or on behalf of Holder as contemplated hereunder to ascertain whether or not, on its face, such Exercise Form and any such other documents have been executed and completed in accordance with their terms and the terms hereof; and
 
(ii)                                   if an Exercise Form or other document appears, on its face, to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled.
 
(e)                                   The Company reserves the right to reasonably reject any and all Exercise Forms that it determines, in its sole discretion, are not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful.  Any such determination by the Company shall be final and binding on the Holder, absent manifest error.  Moreover, the Company reserves the absolute right to waive any of the
 
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conditions to any particular exercise of Warrant or any defects in the Exercise Form(s) with regard to any particular exercise of the Warrant.  The Company shall not be under any duty to give notice to the Holder of any irregularities in any exercise of the Warrant, nor shall it incur any liability for the failure to give such notice.
 
Section 2.5                                     Issuance of Common Stock .
 
(a)                                  Upon exercise of the Warrant pursuant to Section 2.4 , the Company shall promptly at its expense, and in no event later than five (5) Business Days thereafter, cause to be issued to the Holder of the Warrant the total number of whole shares of Common Stock for which the Warrant is being exercised, subject to Section 2.4(a)  (as the same may be hereafter adjusted pursuant to Article III ) in such denominations as are requested by the Holder.
 
(b)                                  Notwithstanding the five (5) Business Day period described in Section 2.5(a) , the Warrant Exercise Shares shall be deemed to have been issued to the Holder at the time at which all of the conditions to such exercise have been fulfilled, and the Holder shall be deemed for all purposes to have become the holder of such Warrant Exercise Shares at such time.
 
(c)                                   If less than all of the shares evidenced by the Warrant Certificate are exercised at any time prior to the termination of the Exercise Period, a new Warrant Certificate or Warrant Certificates shall be issued for the remaining number of shares evidenced by the Warrant Certificate.
 
Section 2.6                                     Reservation of Shares .   The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrant, a number of shares of Common Stock equal to the aggregate Warrant Exercise Shares issuable upon the exercise of the Warrant.  The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violating the Company’s governing documents or any requirements of any national securities exchange upon which shares of Common Stock may be listed.  The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrant.
 
Section 2.7                                     Fractional Shares .  Notwithstanding any provision to the contrary contained in this Warrant Certificate, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of the Warrant, and in any case where the Holder would, except for the provisions of this Section 2.7 , be entitled under the terms of the Warrant to receive a fraction of a share upon the exercise of the Warrant, the Company shall, upon the exercise of the Warrant, issue or cause to be issued only the largest whole number of Warrant Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and the Holder shall not have any rights to be entitled to any payment with respect to such fraction of a share); provided , that if more than one (1) Warrant is presented for exercise at the same time by the same Holder, the number of whole Warrant Exercise Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Exercise Shares issuable upon exercise of all such Warrants.
 
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Section 2.8                                     Public Offering .  Notwithstanding any other provision hereof, if an exercise of any portion of a Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of such Warrant may, at the election of the holder thereof, be conditioned upon the consummation of such registered public offering or sale of the Company, in which case such exercise shall be deemed to be effective concurrently with the consummation of such transaction.
 
Section 2.9                                     Close of Books; Par Value .  The Company shall not close its books against the transfer of any Warrant or any Warrant Exercise Shares in any manner which interferes with the timely exercise of such Warrant.  The Company shall use commercially reasonable efforts to, from time to time, take all such action as may be necessary to assure that the par value per share of the unissued shares of Common Stock acquirable upon exercise of each Warrant is at all times equal to or less than the Exercise Price then in effect.
 
Section 2.10                              Payment of Taxes .   The Company shall not be required to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of any shares of Common Stock (including certificates therefor) or payment of cash or other property to any recipient other than the Holder of the Warrant surrendered upon the exercise of a Warrant, and in case of such transfer or payment, the Company shall not be required to issue or deliver any shares or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.
 
ARTICLE III
 
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF
WARRANT EXERCISE SHARES
 
In order to prevent dilution of the rights granted under each Warrant, the Exercise Price shall be subject to adjustment from time to time as provided in this Article III , and the number of shares of Common Stock obtainable upon exercise of each Warrant shall be subject to adjustment from time to time as provided in this Article III ; provided , however , that no such adjustment shall be made to the extent that it would cause the Warrant to be subject to tax under Section 409A of the Internal Revenue Code of 1986, as amended.
 
Section 3.1                                     Adjustments .
 
(a)                                  Subdivision or Combination of Common Stock .  If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period subdivides (by any stock split, stock dividend or reclassification) the Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of Warrant Exercise Shares issuable upon exercise of the Warrant shall be proportionately increased.  If the Company at any time prior to the expiration of the Exercise Period combines (by reverse stock split, or reclassification) the Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately increased and the number of Warrant Exercise Shares
 
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issuable upon exercise of the Warrant shall be proportionately decreased. Any adjustment under this Section 3.1(a)  shall become effective immediately upon the effectiveness of such subdivision or combination.
 
(b)                                  Distributions . If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period fixes a record date for the making of a distribution to all holders of shares of the Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding dividends or distributions referred to in Section 3.1(a) ), then, in each such case, the Exercise Price in effect prior to such record date shall be adjusted thereafter to the price determined by the following formula:
 
EP 1  = EP 0  x (CP 0 - FV)/CP 0
 
where

EP 1	 	=	 	the Exercise Price in effect immediately following the application of the adjustments in this Section 3.1(b) ;	
 	 	 	 	 	
EP 0	 	=	 	the Exercise Price in effect immediately prior to the application of the adjustments in this Section 3.1(b) ;	
 	 	 	 	 	
CP 0	 	=	 	the Closing Sale Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution; and	
 	 	 	 	 	
FV	 	=	 	the amount of cash and/or the fair market value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one (1) share of Common Stock, as determined by the Board of Directors, acting in good faith.	
 
Such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Exercise Shares issuable upon the exercise of the Warrant represented by this Warrant Certificate shall be increased to the number obtained by dividing (x) the product of (1) t he number of Warrant Exercise Shares issuable upon the exercise of the Warrant represented by this Warrant Certificate before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment.
 
In the event that such distribution is not so made, the Exercise Price and the number of Warrant Exercise Shares issuable upon exercise of the Warrant then in effect shall be readjusted, effective as of the d ate when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Exercise Shares that would then be issuable upon exercise of the Warrant if such record date had not been fixed.
 
(c)                                   Pro Rata Repurchase Offer of Common Stock .  If at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period the Company
 
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consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula:
 
EP 1  = EP 0  x  (OS 0 x CP 0 ) – AP 
                        (OS 0 – SP) x CP 0
 
where

EP 1	 	=	 	the Exercise Price in effect immediately following the application of the adjustments in this Section 3.1(c)  (but in no event greater than EP 0 );	
 	 	 	 	 	
EP 0	 	=	 	the Exercise Price in effect immediately prior to the application of the adjustments in this Section 3.1(c) ;	
 	 	 	 	 	
OS 0	 	=	 	the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer;	
 	 	 	 	 	
CP 0	 	=	 	the Closing Sale Price of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer;	
 	 	 	 	 	
AP	 	=	 	the aggregate purchase price (including the fair market value, as determined in good faith by the Board of Directors, of any non-cash consideration included therein) paid for the shares of Common Stock repurchased in the Pro Rata Repurchase Offer; and	
 	 	 	 	 	
SP	 	=	 	the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer.	
 
In such event, the Warrant Exercise Shares issuable upon the exercise of the Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of the Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrant shall be made pursuant to this Section 3.1(c) .
 
(d)                                  Reorganization, Reclassification, Consolidation, Merger or Sale .  In connection with any Organic Change prior to the expiration of the Exercise Period, the Company shall make appropriate provision to ensure that the Holder of the Warrant shall have the right to acquire and receive, upon exercise of such Warrant, such cash, stock, securities or other assets or property as would have been issued or payable in such Organic Change (if the holder had exercised such Warrant immediately prior to such Organic Change) with respect to or in exchange, as applicable, for the number of Warrant Exercise Shares that would have been issued
 
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upon exercise of such Warrant, if such Warrant had been exercised immediately prior to the occurrence of such Organic Change.
 
(e)                                   Notwithstanding Section 3.1(d)  or anything contained in this Warrant Certificate, in the event of any Third Party Cash Sale, the Company shall pay (or cause to be paid) to the Holders, with respect to each unexercised Warrant outstanding immediately prior to the consummation of such Third Party Cash Sale (the “ Third Party Sale Closing ”), cash in an amount equal to the excess, if any, of the Third Party Sale Price over the Exercise Price; provided , however , that no Holder shall be entitled to any payment hereunder with respect to any portion of the Third Party Sale Price that is contingent, deferred or escrowed unless and until such amounts are actually paid to the holders of Common Stock or to the Company or its Subsidiaries, as applicable.  Upon the occurrence of a Third Party Sale Closing, all unexercised Warrants outstanding immediately prior to the Third Party Sale Closing shall automatically be terminated and cancelled and the Company shall thereupon cease to have any further obligations or liability with respect to the Warrants, except as required by this Section 3.1(e) .  For the avoidance of doubt, the Holders shall not be entitled to any payment or consideration with respect to any Third Party Cash Sale with respect to which the Third Party Sale Price is equal to or less than the Exercise Price.
 
(f)                                    Ordinary Dividends .  The Closing Sale Price of a share of Common Stock as of the Date of Issuance is $21.33 (the “ Initial Per Share Value ”).  In the event that the Exercise Price is adjusted pursuant to Section 3.1(a)  hereof, the Initial Per Share Value shall be similarly adjusted.  To the extent that the adjustment under Section 3.1(b)  with respect to ordinary dividends would reduce the Exercise Price below the Initial Per Share Value, as adjusted from time to time, such adjustment shall not be made unless otherwise permitted under Section 409A of the Code.
 
Section 3.2                                     Notices .  Whenever the number and/or kind of Warrant Exercise Shares or the Exercise Price is adjusted as herein provided, the Company shall prepare and deliver, or cause to be prepared and delivered, forthwith to the Holder a written statement setting forth the adjusted number and/or kind of shares purchasable upon the exercise of the Warrant and the Exercise Price of such shares after such adjustment, the facts requiring such adjustment and the computation by which adjustment was made, and give written notice to the Holder in the manner provided in Section 6.2 below, of the record date or the effective date of the event.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
 
Section 3.3                                     Form of Warrant After Adjustments .  The form of the Warrant Certificate need not be changed because of any adjustments in the Exercise Price or the number or kind of the Common Stock, and Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in Warrants, as initially issued.  The Company, however, may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect the substance of the Warrant Certificate, and any Warrant Certificate thereafter issued, whether in exchange or substitution for an outstanding Warrant Certificate, may be in the form so changed.
 
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Section 3.4                                     Deferral or Exclusion of Certain Adjustments.   No adjustment to the Exercise Price or the number of Warrant Exercise Shares shall be required hereunder unless such adjustment together with other adjustments carried forward as provided below, would result in an increase or decrease of at least one percent (1%) of the applicable Exercise Price or the number of Warrant Exercise Shares; provided , that any adjustments which by reason of this Section 3.4 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for a change in the par value of the shares of Common Stock. All calculations under this Section 3.4 shall be made to the nearest one one-thousandth (1/1,000) of one cent ($0.01) or to the nearest one one-thousandth (1/1,000) of a share, as the case may be.
 
ARTICLE IV
 
TRANSFER AND EXCHANGE
OF WARRANTS
 
Section 4.1                                     Transfer of the Warrant .  The Warrant shall only be assignable or transferable by will or by the laws of descent and distribution, subject to any transfer restrictions set forth in the Company’s Articles of Incorporation; provided , that the Holder may transfer all or a portion of the Warrant to (A) the Holder’s spouse, children or grandchildren (“ Immediate Family Members ”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the Company, provided , however , that no such transfer may be for consideration.
 
Section 4.2                                     Obligations with Respect to Transfers and Exchanges of the Warrant .
 
(a)                                  All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Certificate as the Warrant Certificates surrendered upon such registration of transfer or exchange.
 
(b)                                  No service charge shall be made to the Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Holder in connection with any such exchange or registration of transfer.
 
Section 4.3                                     Registry of Warrants .
 
(a)                                  The Company shall maintain a registry showing the name and address of the Holder as the registered holder of this Warrant Certificate. This Warrant Certificate may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.
 
(b)                                  The Company shall register the transfer of any portion of this Warrant Certificate in the registry upon the Holder’s compliance with this Article IV , provided , that such transfer is made in compliance with the Securities Act and state securities laws.
 
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Section 4.4                                     Fractional Warrants .  The Company shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate for a fraction of a Warrant.
 
ARTICLE V
 
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS
 
Section 5.1                                     No Rights or Liability as Stockholder .  Nothing contained in the Warrant shall be construed as conferring upon the Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company.  The consent of any Holder shall not be required with respect to any action or proceeding of the Company and no Holder shall have any right not expressly conferred hereunder. No holder, by reason of the ownership or possession of this Warrant shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Stock prior to, or for which the relevant record date preceded, the date of the exercise of this Warrant.  No provision hereof and no mere enumeration herein of the rights or privileges of the Holder shall give rise to any liability of such holder for the Exercise Price hereunder or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
 
Section 5.2                                     Notice to Holders.   The Company shall give notice to Holders by regular mail or press release if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur:
 
(a)                                  the payment of any dividend payable in any securities upon shares of Common Stock or the making of any distribution (other than a regular quarterly cash dividend) to all holders of Common Stock;
 
(b)                                  the issuance to all holders of Common Stock of any additional shares of Common Stock or of rights, options or warrants to subscribe for or purchase Common Stock or of any other subscription rights, options or warrants;
 
(c)                                   a Pro Rata Repurchase Offer;
 
(d)                                  a dissolution, liquidation or winding up of the Company;
 
(e)                                   an Organic Change; or
 
(f)                                    the consummation of a Third Party Cash Sale.
 
Such giving of notice shall be initiated at least ten (10) days prior to the date fixed as the record date or the date of closing of the Company’s stock transfer books for the determination of the stockholders entitled to such dividend, distribution or subscription rights, or of the stockholders entitled to vote on such Organic Change, dissolution, liquidation or winding up, or of the proposed date of such Third Party Sale Closing or the proposed effective date of such Pro
 
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Rata Repurchase Offer, as applicable.  Such notice shall specify such record date or the date of closing the stock transfer books or proposed effective date, as the case may be.  Failure to provide such notice shall not affect the validity of any action taken in connection with any such dividend, distribution or subscription rights, Pro Rata Repurchase Offer, Third Party Cash Sale, or proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.  For the avoidance of doubt, no such notice shall supersede or limit any adjustment called for by Section 3.1 by reason of any event as to which notice is required by this Section 5.2 .
 
Section 5.3                                     Lost, Stolen, Mutilated or Destroyed Warrant Certificates .  If this Warrant Certificate is lost, stolen, mutilated or destroyed, the Company shall issue and, if provided with all necessary information and documents, deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon receipt of evidence and an affidavit reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant Certificate, and, if requested by either the Company, a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the loss, theft, mutilation or destruction of any such Warrant Certificate or the issuance of such new certificate.  Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe and as required by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York.
 
Section 5.4                                     No Restrictive Legends .  No legend shall be stamped or imprinted on any stock certificate for Common Stock issued upon the exercise of any Warrant and or stock certificate issued upon the direct or indirect transfer of any such Common Stock.
 
Section 5.5                                     Cancellation of the Warrant .  If the Company shall purchase or otherwise acquire the Warrant, this Warrant Certificate shall thereupon be delivered to the Company to be cancelled by it and retired.  The Company shall cancel all Warrant Certificates surrendered, and accepted, for exchange, substitution, transfer or exercise in whole or in part.
 
Section 5.6                                     Reimbursement for Excise Tax .  In the event that the Holder incurs any Excise Tax (as defined in the Holder’s Restricted Stock Grant Agreement with the Company dated as of March 5, 2010 (the “ Prior Agreement ”)) on any payments or benefits under this Warrant Certificate, the Company shall gross-up the Holder the amount of such Excise Tax incurred in accordance with the provisions of Section 16 of the Prior Agreement (such provisions to apply irrespective of whether the Prior Agreement continues in effect at the time of such Excise Tax) and such Section 16 of the Prior Agreement relating to the Gross-Up Payment (as defined in the Prior Agreement) shall be incorporated with full effect into this Agreement, provided , that any reference to “this Agreement” in such Section 16 shall be deemed to refer to this Warrant Certificate.
 
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ARTICLE VI
 
MISCELLANEOUS PROVISIONS
 
Section 6.1                                     Binding Effects; Benefits .  This Warrant Certificate shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns.  Nothing in this Warrant Certificate, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant Certificate.
 
Section 6.2                                     Notices .  Unless a provision herein permits notice by way of a press release, any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail (return receipt requested, postage prepaid), by private national courier service, by personal delivery or by facsimile transmission.  Such notice or communication shall be deemed given (i) if mailed, two (2) days after the date of mailing, (ii) if sent by national courier service, one (1) Business Day after being sent, (iii) if delivered personally, when so delivered, or (iv) if sent by facsimile transmission, on the Business Day after such facsimile is transmitted, in each case as follows:
 
if to the Company, to:
 
Genco Shipping & Trading Limited
299 Park Avenue
New York, New York 10171
Facsimile: (646) 443-8551
Attention: John C. Wobensmith
 
with copies (which shall not constitute notice) to:
 
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Facsimile: (212) 715-8100
Attention: Thomas E. Molner
 
if to Holder, at its address or facsimile number as appears on the books of the Company maintained for such purpose or as specified in a notice given in accordance with this Section 6.2 .
 
Section 6.3                                     Persons Having Rights under this Warrant Certificate .  Nothing in this Warrant Certificate expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holder, any right, remedy, or claim under or by reason of this Warrant Certificate or of any covenant, condition, stipulation, promise, or agreement hereof.  All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Certificate shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns and the Holder.
 
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Section 6.4                                     Counterparts .  This Warrant Certificate may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
 
Section 6.5                                     Effect of Headings .  The section headings herein are for convenience only and are not part of this Warrant Certificate and shall not affect the interpretation hereof.
 
Section 6.6                                     Amendments .
 
(a)                                  Subject to Section 6.6(b)  below, this agreement may not be amended except in writing signed by both parties hereto.
 
(b)                                  The Company may from time to time supplement or amend this Warrant Certificate or the Warrant:
 
(i)                                      without the approval of the Holder in order to cure any ambiguity, manifest error or other mistake in this Warrant Certificate or the Warrant, or to correct or supplement any provision contained herein or in the Warrant that may be defective or inconsistent with any other provision herein or in the Warrant, or to make any other provisions in regard to matters or questions arising hereunder that the Company may deem necessary or desirable and that shall not adversely affect, alter or change the interests of the Holder in any material respect, or
 
(ii)                                   with the prior written consent of the Holder.
 
(c)                                   Any amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 6.6 will be binding upon the Holder and upon each future Holder and the Company.  In the event of any amendment, modification or waiver, the Company will give prompt notice thereof to the Holder and, if appropriate, notation thereof will be made on all Warrant Certificates thereafter surrendered for registration of transfer or exchange. Any failure of the Company to give such notice or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.
 
Section 6.7                                     No Inconsistent Agreements; No Impairment .  The Company shall not, on or after the date hereof, enter into any agreement with respect to its securities which conflicts with the rights granted to the Holder in the Warrant or the provisions hereof.  The Company represents and warrants to the Holder that the rights granted hereunder do not in any way conflict with the rights granted to holders of the Company’s securities under any other agreements.  The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Warrant and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Holder against impairment.
 
Section 6.8                                     Integration/Entire Agreement .  This Warrant Certificate is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive
 
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statement of the agreement and understanding of the Company and the Holder in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Warrant.  This Warrant Certificate and the Warrant supersede all prior agreements and understandings between the parties with respect to such subject matter.
 
Section 6.9                                     Governing Law, Etc .  This Warrant Certificate and each Warrant issued hereunder shall be deemed to be a contract made under the Laws of the State of New York and for all purposes shall be governed by and construed in accordance with the Laws of such State.  Each party hereto consents and submits to the jurisdiction of the courts of the State of New York and of the federal courts of the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Warrant Certificate or the transactions contemplated hereby.  In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 6.2 hereof.  Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.
 
Section 6.10                              Termination .  This Warrant Certificate will terminate on the earlier of (i) such date when the Warrant has been exercised with respect to all shares subject thereto, or (ii) the expiration of the Exercise Period.  The provisions of this Article VI shall survive such termination.
 
Section 6.11                              Waiver of Trial by Jury .  Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Warrant Certificate and the transactions contemplated hereby.
 
Section 6.12                              Remedies .  The Company hereby agrees that, in the event that the Company violates any provisions of a Warrant (including the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at law available to the Holder may be inadequate.  In such event, the Holder shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Warrant Certificate.
 
Section 6.13                              Severability .  In the event that any one or more of the provisions contained in this Warrant Certificate, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby.
 
[ Signature Page Follows ]
 
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed by a duly authorized officer as of the day and year first above written.

 	GENCO SHIPPING & TRADING LIMITED	

 	By:	/s/ John C. Wobensmith	
 	 	Name: John C. Wobensmith	
 	 	Title: Chief Financial Officer	
 
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EXHIBIT A
 
EXERCISE FORM FOR HOLDER
(To be executed upon exercise of Warrant)
 
The undersigned, being the holder of the Warrant Certificate issued by Genco Shipping & Trading Limited identified below, hereby irrevocably elects to exercise the right to purchase the number of shares of Common Stock indicated below pursuant to the net issuance exercise provisions of Section 2.4(a)  of the Warrant Certificate.

Warrant Certificate Number	 	 	
 	 	 	
Number of Shares of Common Stock	 	 	
 	 	(Total number of shares of Common Stock for which the Warrant is being exercised, before withholding for the Exercise Price. Not to exceed the number of shares of Common Stock for which such Warrant is exercisable in the aggregate.)	

 	Signature of Holder:	 	
 	 	 	
 	By:	 	
 	 	 	
 	Name:	 	
 	 	 	
 	Title:	 	
 	 	 	
 	Date:	 	

Exhibit 10.9
 
THIS WARRANT CERTIFICATE WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON AUGUST 7, 2020
 
WARRANT TO PURCHASE
 
1,850,257 SHARES OF COMMON STOCK OF
 
GENCO SHIPPING & TRADING LIMITED
 
PURSUANT TO THE GENCO SHIPPING & TRADING LIMITED 2014 MANAGEMENT INCENTIVE PLAN
 
ISSUE DATE:   August 7, 2014
 
No. W-2
 
This certifies that, for value received, Peter C. Georgiopoulos (the “ Holder ”), is entitled to purchase from Genco Shipping & Trading Limited, a Marshall Islands corporation (the “ Company ”), subject to the terms and conditions hereof and the Plan, at any time before 5:00 p.m., New York time, on August 7, 2020, the number of fully paid and non-assessable shares of common stock of the reorganized Company authorized and issued pursuant to the Prepack Plan and the articles of incorporation of the reorganized Company (“ Common Stock ”) set forth above at the Exercise Price (as defined herein).  The Exercise Price and the number and kind of shares purchasable hereunder are subject to adjustment from time to time as provided in Article III of this Warrant Certificate.  The initial Exercise Price shall be $28.73.  In the event of any conflict between the terms hereof and the Plan, the terms of the Plan shall control.
 
ARTICLE I
 
DEFINITIONS
 
Section 1.1                                     Definition of Terms .  As used in this Warrant Certificate, the following capitalized terms shall have the following respective meanings:
 
(a)                                  “ Affiliate ” has the meaning set forth in Rule 12b-2 of the Exchange Act.
 
(b)                                  “ Business Day ” means any day on which commercial banks are not authorized or permitted to close in the City of New York, Borough of Manhattan.
 
(c)                                   “ Closing Sale Price ” of the Common Stock on any date of determination means:
 
(i)                                      if the Common Stock is listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale price per share of the Common Stock (or if no closing sale price is reported, the average of the closing bid and closing ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten (10) consecutive trading days immediately prior to such

 
date of determination, as reported by the New York Stock Exchange or The NASDAQ Stock Market, as applicable;
 
(ii)                                   if the Common Stock is not listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale price per share of the Common Stock (or if no closing sale price is reported, the average of the high bid and low asked prices or, if more than one in either case, the average of the average high bid and low asked prices) for the ten (10) consecutive trading days immediately prior to such date of determination, as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded;
 
(iii)                                if the Common Stock is not listed on a U.S. national or regional securities exchange, the average last quoted sale price for the Common Stock (or, if no sale price is reported, the average of the high bid and low asked price for such date) for the ten (10) consecutive trading days immediately prior to such date of determination, in the over-the-counter market as reported by OTC Markets Group Inc. or other similar organization; or
 
(iv)                               in all other cases, as determined in good faith by the Board of Directors of the Company (“ Board of Directors ”).
 
The Closing Sale Price shall be determined without reference to early hours, after hours or extended market trading.
 
The Closing Sale Price shall be appropriately adjusted by the Company in good faith if the “ex date” (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) occurs during the ten (10) consecutive trading days immediately prior to the day as of which “Current Sale Price” is being determined.
 
For these purposes the term “ex date”, when used:
 
(i)                                      with respect to any issuance or distribution, means the first (1st) date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Price was obtained without the right to receive such issuance or distribution;
 
(ii)                                   with respect to any subdivision or combination of shares of Common Stock, means the first (1st) date on which the Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective; and
 
(iii)                                with respect to any tender or exchange offer, means the first (1st) date on which the Common Stock trades regular way on such exchange or in such market after the expiration time of such offer.
 
Whenever such adjustments shall be made to the Current Sale Price as may be necessary or appropriate to effectuate the intent of this Warrant and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.
 
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(d)                                  “ Common Stock ” has the meaning set forth in the preamble, and shall include any successor security as a result of any recapitalization, reorganization, reclassification or similar transaction involving the Company.
 
(e)                                   “ Company ” has the meaning set forth in the preamble.
 
(f)                                    “ Date of Issuance ” means August 7, 2014.
 
(g)                                   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
 
(h)                                  “ Exercise Date ” means any date, on or prior to the expiration of the Exercise Period, on which the Holder exercises the right to purchase the Warrant Exercise Shares, in whole or in part, pursuant to and in accordance with the terms and conditions described herein.
 
(i)                                      “ Exercise Form ” has the meaning set forth in Section 2.4(b)  hereof.
 
(j)                                     “ Exercise Period ” has the meaning set forth in Section 2.2(c)  hereof.
 
(k)                                  “ Exercise Price ” has the meaning set forth in Section 2.1(a)  hereof.
 
(l)                                      “ Fully Diluted ” means all Common Stock outstanding as of the applicable measurement date together with all Common Stock then issuable upon (i) the conversion of convertible securities of the Company at the then applicable conversion rate, and (ii) the exercise of any options or warrants then exercisable for Common Stock; provided , that, for purposes of clauses (i) and (ii), all conditions to the convertibility and/or exercisability of convertible securities, options and warrants of the Company, shall be deemed to have been satisfied.
 
(m)                              “ Governmental Authority ” means any (i) government, (ii) governmental or quasi- governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.
 
(n)                                  “ Holder ” has the meaning set forth in the preamble.
 
(o)                                  “ Immediate Family Members ”  has the meaning set forth in Section 4.1 hereof.
 
(p)                                  “ Initial Per Share Value ” has the meaning set forth in Section 3.1(f)  hereof.
 
(q)                                  “ Law ” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, the Republic of the Marshall
 
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Islands, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.
 
(r)                                     “ Organic Change ” means any recapitalization, reorganization, reclassification, consolidation, merger, sale of a majority of the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) cash, stock, securities or other assets or property with respect to or in exchange for Common Stock, other than a transaction which triggers an adjustment pursuant to Sections 3.1(a) , (b)  or (c) .
 
(s)                                    “ Person ” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity (as such term is defined in the Bankruptcy Code).
 
(t)                                     “ Plan ” means the 2014 Management Incentive Plan of the Company, as amended from time to time.
 
(u)                                  “ Prepack Plan ” means the “Prepackaged Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code,” dated April 16, 2014 (as such plan may be modified, amended or supplemented from time to time).
 
(v)                                  “ Pro Rata Repurchase Offer ” means any offer to purchase shares of Common Stock by the Company or any Affiliate thereof pursuant to (i) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other offer available to substantially all holders of Common Stock to purchase or exchange their shares of Common Stock, in the case of both (i) or (ii), whether for cash, shares of capital stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of capital stock, other securities or evidences of indebtedness of a Subsidiary), or any combination thereof, effected while the Warrant is outstanding.  The “effective date” of a Pro Rata Repurchase Offer shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase Offer or the date of purchase with respect to any Pro Rata Repurchase Offer that is not a tender or exchange offer.
 
(w)                                “ Securities Act ” means the Securities Act of 1933, as amended.
 
(x)                                  “ Service ” means a continuous time period during which the Holder is at least one of the following:  an employee or a director of, or a consultant to, the Company.
 
(y)                                  “ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company or other business entity (other than a corporation), a majority of the partnership, limited liability company or other
 
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similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company or other business entity gains or losses or shall be or control the general partner, the managing member or entity performing similar functions of such partnership, limited liability company or other business entity.
 
(z)                                   “ Third Party Cash Sale ” means in any such case with a purchaser that is not an Affiliate of the Company: (i) any merger, consolidation, or other similar transaction or series of transactions to which the Company is a party and pursuant to which the Company is not the surviving Person in such transaction and the consideration received by the Company’s shareholders (directly or indirectly) consists solely of cash or (ii) the sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole and the consideration received by the Company’s shareholders (directly or indirectly) consists solely of cash.
 
(aa)                           “ Third Party Sale Price ” means, with respect to any Third Party Cash Sale, the quotient of (x) the aggregate cash consideration received by the shareholders (directly or indirectly) in connection with the applicable Third Party Cash Sale, divided by (y) the number of Fully Diluted Shares of Common Stock outstanding immediately before the Third Party Sale Closing.
 
(bb)                           “ Warrant Exercise Shares ” means the shares of Common Stock issued upon the applicable exercise of a Warrant.
 
Section 1.2                                     Rules of Construction .
 
(a)                                              The singular form of any word used herein, including the terms defined in Section 1.1 hereof, shall include the plural, and vice versa.  The use herein of a word of any gender shall include correlative words of all genders.
 
(b)                                              Unless otherwise specified, references to Articles, Sections and other subdivisions of this Warrant are to the designated Articles, Sections and other subdivision of this Warrant as originally executed.  The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Warrant as a whole.
 
(c)                                               References to “$” are to dollars in lawful currency of the United States of America.
 
(d)                                              The Exhibits attached hereto are an integral part of this Warrant.
 
ARTICLE II
 
TERMS AND EXERCISE OF WARRANT
 
Section 2.1                                     Exercise Price .  Each Warrant shall entitle the Holder to, subject to the provisions of the Plan and of this Warrant Certificate, the right to purchase from the Company
 
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the number of shares of Common Stock, at the price of $28.73 per share (as the same may be hereafter adjusted in accordance herewith, the “ Exercise Price ”), specified on the first page of this Warrant Certificate.
 
Section 2.2                                     Exercise Period .  Subject to the further provisions of this Warrant Certificate, the Warrant shall be exercisable as follows:
 
(a)                                  Subject to Section 2.2(b) , the Warrant shall become exercisable with respect to a number of whole shares equal to one-third (1/3) of the shares subject to the Warrant on each of the first three (3) anniversaries of the Date of Issuance (rounding down to the nearest whole share on each of the first two (2) anniversaries and rounding up on the third (3rd) anniversary).
 
(b)                                  In the event of a Change in Control of the Company, as defined in the Plan, the Warrant shall become exercisable in full on the effective date of the Change in Control.
 
(c)                                   The Warrant may be exercised by the Holder thereof, in whole or in part (but not as to a fractional share of Common Stock), at any time and from time to time after the Warrant becomes exercisable in accordance with Sections 2.2(a)  and 2.2(b)  hereof and prior to 5:00 P.M., New York time on the sixth (6th) anniversary hereof, unless terminated earlier pursuant to this Warrant Certificate or the Plan (the “ Exercise Period ”).   To the extent that the Warrant or portion thereof is not exercised prior to the expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights thereunder, upon such expiration.
 
Section 2.3                                     Termination of Service
 
(a)                                  If the Holder’s Service is terminated for cause (as defined in Article III, Section 4 of the Amended and Restated By-Laws of the Company), or if the Holder voluntarily terminates his Service, the Warrant, to the extent not theretofore exercised, shall terminate upon the commencement of business on the date of the Holder’s termination of Service.
 
(b)                                  If the Holder’s Service is terminated for any reason (including without limitation the Holder’s death or disability (as defined below)) other than (i) removal as a director for cause (as defined in Article III, Section 4 of the Amended and Restated By-Laws of the Company) or (ii) due to the Holder’s voluntary termination of his Service, then the Warrant shall fully vest and become immediately exercisable as of the date of such termination of Service and shall remain exercisable until the expiration of the Exercise Period.  For this purpose “disability” shall mean any physical or mental condition that would qualify the Holder for a disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a physical or mental condition that prevents the Holder from performing the essential functions of the Holder’s position (with or without reasonable accommodation) for a period of six (6) consecutive months.  The existence of a disability shall be determined by the Company.
 
Section 2.4                                     Method of Exercise .
 
(a)                                  In connection with the exercise of the Warrant, the Exercise Price shall be paid as provided in this Section 2.4(a) .  In connection with the exercise of the Warrant, the
 
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Holder of such Warrant shall exchange the Common Stock purchase rights represented thereby by surrendering such Warrant to the Company, together with a written notice to the Company that the Holder is exchanging the Warrant (or a portion thereof) for the number of Warrant Exercise Shares being exercised, up to the aggregate number of Warrant Exercise Shares for which this Warrant Certificate is exercisable, specified in the notice, from which the Company shall withhold and not issue to such Holder, in payment of the Exercise Price thereof, a number of such Warrant Exercise Shares equal to (x) the number of Warrant Exercise Shares for which the Warrant is being exercised, multiplied by (y) the Exercise Price, and divided by (z) the Closing Sale Price on the Exercise Date (and such withheld shares shall no longer be issuable under the Warrant, and the Holder shall not have any rights or be entitled to any payment with respect to such withheld shares); provided , however , that the shares withheld, when valued based on the fair market value determined under Treasury Regulation 1.409A-1(b)(5)(iv)(A), shall have a value not less than the aggregate Exercise Price.  The issuance of any shares shall be subject to Section 3.6 of the Plan with respect to withholding of taxes and the Company may appropriately reduce the number of Warrant Exercise Shares in order to satisfy any withholding obligation.
 
(b)                                  Subject to the terms and conditions of the Plan and this Warrant Certificate, the Holder of a Warrant may exercise, in whole or in part, such Holder’s right to purchase the Warrant Exercise Shares issuable upon exercise of such Warrant, by providing an exercise form for the election to exercise such Warrant (“ Exercise Form ”) substantially in the form of Exhibit A hereto, properly completed and duly executed by the Holder thereof to the Company.
 
(c)                                   Any exercise of the Warrant pursuant to the terms of this Warrant Certificate shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.
 
(d)                                  Upon receipt of an Exercise Form pursuant to Section 2.4(a) , the Company shall:
 
(i)                                      examine such Exercise Form and all other documents delivered to it by or on behalf of Holder as contemplated hereunder to ascertain whether or not, on its face, such Exercise Form and any such other documents have been executed and completed in accordance with their terms and the terms hereof; and
 
(ii)                                   if an Exercise Form or other document appears, on its face, to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled.
 
(e)                                   The Company reserves the right to reasonably reject any and all Exercise Forms that it determines, in its sole discretion, are not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful.  Any such determination by the Company shall be final and binding on the Holder, absent manifest error.  Moreover, the Company reserves the absolute right to waive any of the
 
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conditions to any particular exercise of Warrant or any defects in the Exercise Form(s) with regard to any particular exercise of the Warrant.  The Company shall not be under any duty to give notice to the Holder of any irregularities in any exercise of the Warrant, nor shall it incur any liability for the failure to give such notice.
 
Section 2.5                                     Issuance of Common Stock .
 
(a)                                  Upon exercise of the Warrant pursuant to Section 2.4 , the Company shall promptly at its expense, and in no event later than five (5) Business Days thereafter, cause to be issued to the Holder of the Warrant the total number of whole shares of Common Stock for which the Warrant is being exercised, subject to Section 2.4(a)  (as the same may be hereafter adjusted pursuant to Article III ) in such denominations as are requested by the Holder.
 
(b)                                  Notwithstanding the five (5) Business Day period described in Section 2.5(a) , the Warrant Exercise Shares shall be deemed to have been issued to the Holder at the time at which all of the conditions to such exercise have been fulfilled, and the Holder shall be deemed for all purposes to have become the holder of such Warrant Exercise Shares at such time.
 
(c)                                   If less than all of the shares evidenced by the Warrant Certificate are exercised at any time prior to the termination of the Exercise Period, a new Warrant Certificate or Warrant Certificates shall be issued for the remaining number of shares evidenced by the Warrant Certificate.
 
Section 2.6                                     Reservation of Shares .   The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrant, a number of shares of Common Stock equal to the aggregate Warrant Exercise Shares issuable upon the exercise of the Warrant.  The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violating the Company’s governing documents or any requirements of any national securities exchange upon which shares of Common Stock may be listed.  The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrant.
 
Section 2.7                                     Fractional Shares .  Notwithstanding any provision to the contrary contained in this Warrant Certificate, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of the Warrant, and in any case where the Holder would, except for the provisions of this Section 2.7 , be entitled under the terms of the Warrant to receive a fraction of a share upon the exercise of the Warrant, the Company shall, upon the exercise of the Warrant, issue or cause to be issued only the largest whole number of Warrant Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and the Holder shall not have any rights to be entitled to any payment with respect to such fraction of a share); provided , that if more than one (1) Warrant is presented for exercise at the same time by the same Holder, the number of whole Warrant Exercise Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Exercise Shares issuable upon exercise of all such Warrants.
 
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Section 2.8                                     Public Offering .  Notwithstanding any other provision hereof, if an exercise of any portion of a Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of such Warrant may, at the election of the holder thereof, be conditioned upon the consummation of such registered public offering or sale of the Company, in which case such exercise shall be deemed to be effective concurrently with the consummation of such transaction.
 
Section 2.9                                     Close of Books; Par Value .  The Company shall not close its books against the transfer of any Warrant or any Warrant Exercise Shares in any manner which interferes with the timely exercise of such Warrant.  The Company shall use commercially reasonable efforts to, from time to time, take all such action as may be necessary to assure that the par value per share of the unissued shares of Common Stock acquirable upon exercise of each Warrant is at all times equal to or less than the Exercise Price then in effect.
 
Section 2.10                              Payment of Taxes .   The Company shall not be required to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of any shares of Common Stock (including certificates therefor) or payment of cash or other property to any recipient other than the Holder of the Warrant surrendered upon the exercise of a Warrant, and in case of such transfer or payment, the Company shall not be required to issue or deliver any shares or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.
 
ARTICLE III
 
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF
WARRANT EXERCISE SHARES
 
In order to prevent dilution of the rights granted under each Warrant, the Exercise Price shall be subject to adjustment from time to time as provided in this Article III , and the number of shares of Common Stock obtainable upon exercise of each Warrant shall be subject to adjustment from time to time as provided in this Article III ; provided , however , that no such adjustment shall be made to the extent that it would cause the Warrant to be subject to tax under Section 409A of the Internal Revenue Code of 1986, as amended.
 
Section 3.1                                     Adjustments .
 
(a)                                  Subdivision or Combination of Common Stock .  If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period subdivides (by any stock split, stock dividend or reclassification) the Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of Warrant Exercise Shares issuable upon exercise of the Warrant shall be proportionately increased.  If the Company at any time prior to the expiration of the Exercise Period combines (by reverse stock split, or reclassification) the Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately increased and the number of Warrant Exercise Shares
 
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issuable upon exercise of the Warrant shall be proportionately decreased. Any adjustment under this Section 3.1(a)  shall become effective immediately upon the effectiveness of such subdivision or combination.
 
(b)                                  Distributions . If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period fixes a record date for the making of a distribution to all holders of shares of the Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding dividends or distributions referred to in Section 3.1(a) ), then, in each such case, the Exercise Price in effect prior to such record date shall be adjusted thereafter to the price determined by the following formula:
 
EP 1  = EP 0  x (CP 0 - FV)/CP 0
 
where

EP 1	 	=	 	the Exercise Price in effect immediately following the application of the adjustments in this Section 3.1(b) ;	
 	 	 	 	 	
EP 0	 	=	 	the Exercise Price in effect immediately prior to the application of the adjustments in this Section 3.1(b) ;	
 	 	 	 	 	
CP 0	 	=	 	the Closing Sale Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution; and	
 	 	 	 	 	
FV	 	=	 	the amount of cash and/or the fair market value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one (1) share of Common Stock, as determined by the Board of Directors, acting in good faith.	
 
Such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Exercise Shares issuable upon the exercise of the Warrant represented by this Warrant Certificate shall be increased to the number obtained by dividing (x) the product of (1) t he number of Warrant Exercise Shares issuable upon the exercise of the Warrant represented by this Warrant Certificate before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment.
 
In the event that such distribution is not so made, the Exercise Price and the number of Warrant Exercise Shares issuable upon exercise of the Warrant then in effect shall be readjusted, effective as of the d ate when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Exercise Shares that would then be issuable upon exercise of the Warrant if such record date had not been fixed.
 
(c)                                   Pro Rata Repurchase Offer of Common Stock .  If at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period the Company
 
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consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula:
 
EP 1  = EP 0  x  (OS 0 x CP 0 ) – AP 
                        (OS 0 – SP) x CP 0
 
where

EP 1	 	=	 	the Exercise Price in effect immediately following the application of the adjustments in this Section 3.1(c)  (but in no event greater than EP 0 );	
 	 	 	 	 	
EP 0	 	=	 	the Exercise Price in effect immediately prior to the application of the adjustments in this Section 3.1(c) ;	
 	 	 	 	 	
OS 0	 	=	 	the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer;	
 	 	 	 	 	
CP 0	 	=	 	the Closing Sale Price of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer;	
 	 	 	 	 	
AP	 	=	 	the aggregate purchase price (including the fair market value, as determined in good faith by the Board of Directors, of any non-cash consideration included therein) paid for the shares of Common Stock repurchased in the Pro Rata Repurchase Offer; and	
 	 	 	 	 	
SP	 	=	 	the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer.	
 
In such event, the Warrant Exercise Shares issuable upon the exercise of the Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of the Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrant shall be made pursuant to this Section 3.1(c) .
 
(d)                                  Reorganization, Reclassification, Consolidation, Merger or Sale .  In connection with any Organic Change prior to the expiration of the Exercise Period, the Company shall make appropriate provision to ensure that the Holder of the Warrant shall have the right to acquire and receive, upon exercise of such Warrant, such cash, stock, securities or other assets or property as would have been issued or payable in such Organic Change (if the holder had exercised such Warrant immediately prior to such Organic Change) with respect to or in exchange, as applicable, for the number of Warrant Exercise Shares that would have been issued
 
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upon exercise of such Warrant, if such Warrant had been exercised immediately prior to the occurrence of such Organic Change.
 
(e)                                   Notwithstanding Section 3.1(d)  or anything contained in this Warrant Certificate, in the event of any Third Party Cash Sale, the Company shall pay (or cause to be paid) to the Holders, with respect to each unexercised Warrant outstanding immediately prior to the consummation of such Third Party Cash Sale (the “ Third Party Sale Closing ”), cash in an amount equal to the excess, if any, of the Third Party Sale Price over the Exercise Price; provided , however , that no Holder shall be entitled to any payment hereunder with respect to any portion of the Third Party Sale Price that is contingent, deferred or escrowed unless and until such amounts are actually paid to the holders of Common Stock or to the Company or its Subsidiaries, as applicable.  Upon the occurrence of a Third Party Sale Closing, all unexercised Warrants outstanding immediately prior to the Third Party Sale Closing shall automatically be terminated and cancelled and the Company shall thereupon cease to have any further obligations or liability with respect to the Warrants, except as required by this Section 3.1(e) .  For the avoidance of doubt, the Holders shall not be entitled to any payment or consideration with respect to any Third Party Cash Sale with respect to which the Third Party Sale Price is equal to or less than the Exercise Price.
 
(f)                                    Ordinary Dividends .  The Closing Sale Price of a share of Common Stock as of the Date of Issuance is $21.33 (the “ Initial Per Share Value ”).  In the event that the Exercise Price is adjusted pursuant to Section 3.1(a)  hereof, the Initial Per Share Value shall be similarly adjusted.  To the extent that the adjustment under Section 3.1(b)  with respect to ordinary dividends would reduce the Exercise Price below the Initial Per Share Value, as adjusted from time to time, such adjustment shall not be made unless otherwise permitted under Section 409A of the Code.
 
Section 3.2                                     Notices .  Whenever the number and/or kind of Warrant Exercise Shares or the Exercise Price is adjusted as herein provided, the Company shall prepare and deliver, or cause to be prepared and delivered, forthwith to the Holder a written statement setting forth the adjusted number and/or kind of shares purchasable upon the exercise of the Warrant and the Exercise Price of such shares after such adjustment, the facts requiring such adjustment and the computation by which adjustment was made, and give written notice to the Holder in the manner provided in Section 6.2 below, of the record date or the effective date of the event.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
 
Section 3.3                                     Form of Warrant After Adjustments .  The form of the Warrant Certificate need not be changed because of any adjustments in the Exercise Price or the number or kind of the Common Stock, and Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in Warrants, as initially issued.  The Company, however, may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect the substance of the Warrant Certificate, and any Warrant Certificate thereafter issued, whether in exchange or substitution for an outstanding Warrant Certificate, may be in the form so changed.
 
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Section 3.4                                     Deferral or Exclusion of Certain Adjustments.   No adjustment to the Exercise Price or the number of Warrant Exercise Shares shall be required hereunder unless such adjustment together with other adjustments carried forward as provided below, would result in an increase or decrease of at least one percent (1%) of the applicable Exercise Price or the number of Warrant Exercise Shares; provided , that any adjustments which by reason of this Section 3.4 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for a change in the par value of the shares of Common Stock. All calculations under this Section 3.4 shall be made to the nearest one one-thousandth (1/1,000) of one cent ($0.01) or to the nearest one one-thousandth (1/1,000) of a share, as the case may be.
 
ARTICLE IV
 
TRANSFER AND EXCHANGE
OF WARRANTS
 
Section 4.1                                     Transfer of the Warrant .  The Warrant shall only be assignable or transferable by will or by the laws of descent and distribution, subject to any transfer restrictions set forth in the Company’s Articles of Incorporation; provided , that the Holder may transfer all or a portion of the Warrant to (A) the Holder’s spouse, children or grandchildren (“ Immediate Family Members ”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the Company, provided , however , that no such transfer may be for consideration.
 
Section 4.2                                     Obligations with Respect to Transfers and Exchanges of the Warrant .
 
(a)                                  All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Certificate as the Warrant Certificates surrendered upon such registration of transfer or exchange.
 
(b)                                  No service charge shall be made to the Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Holder in connection with any such exchange or registration of transfer.
 
Section 4.3                                     Registry of Warrants .
 
(a)                                  The Company shall maintain a registry showing the name and address of the Holder as the registered holder of this Warrant Certificate. This Warrant Certificate may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.
 
(b)                                  The Company shall register the transfer of any portion of this Warrant Certificate in the registry upon the Holder’s compliance with this Article IV , provided , that such transfer is made in compliance with the Securities Act and state securities laws.
 
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Section 4.4                                     Fractional Warrants .  The Company shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate for a fraction of a Warrant.
 
ARTICLE V
 
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS
 
Section 5.1                                     No Rights or Liability as Stockholder .  Nothing contained in the Warrant shall be construed as conferring upon the Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company.  The consent of any Holder shall not be required with respect to any action or proceeding of the Company and no Holder shall have any right not expressly conferred hereunder. No holder, by reason of the ownership or possession of this Warrant shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Stock prior to, or for which the relevant record date preceded, the date of the exercise of this Warrant.  No provision hereof and no mere enumeration herein of the rights or privileges of the Holder shall give rise to any liability of such holder for the Exercise Price hereunder or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
 
Section 5.2                                     Notice to Holders.   The Company shall give notice to Holders by regular mail or press release if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur:
 
(a)                                  the payment of any dividend payable in any securities upon shares of Common Stock or the making of any distribution (other than a regular quarterly cash dividend) to all holders of Common Stock;
 
(b)                                  the issuance to all holders of Common Stock of any additional shares of Common Stock or of rights, options or warrants to subscribe for or purchase Common Stock or of any other subscription rights, options or warrants;
 
(c)                                   a Pro Rata Repurchase Offer;
 
(d)                                  a dissolution, liquidation or winding up of the Company;
 
(e)                                   an Organic Change; or
 
(f)                                    the consummation of a Third Party Cash Sale.
 
Such giving of notice shall be initiated at least ten (10) days prior to the date fixed as the record date or the date of closing of the Company’s stock transfer books for the determination of the stockholders entitled to such dividend, distribution or subscription rights, or of the stockholders entitled to vote on such Organic Change, dissolution, liquidation or winding up, or of the proposed date of such Third Party Sale Closing or the proposed effective date of such Pro
 
14 

 
Rata Repurchase Offer, as applicable.  Such notice shall specify such record date or the date of closing the stock transfer books or proposed effective date, as the case may be.  Failure to provide such notice shall not affect the validity of any action taken in connection with any such dividend, distribution or subscription rights, Pro Rata Repurchase Offer, Third Party Cash Sale, or proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.  For the avoidance of doubt, no such notice shall supersede or limit any adjustment called for by Section 3.1 by reason of any event as to which notice is required by this Section 5.2 .
 
Section 5.3                                     Lost, Stolen, Mutilated or Destroyed Warrant Certificates .  If this Warrant Certificate is lost, stolen, mutilated or destroyed, the Company shall issue and, if provided with all necessary information and documents, deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon receipt of evidence and an affidavit reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant Certificate, and, if requested by either the Company, a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the loss, theft, mutilation or destruction of any such Warrant Certificate or the issuance of such new certificate.  Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe and as required by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York.
 
Section 5.4                                     No Restrictive Legends .  No legend shall be stamped or imprinted on any stock certificate for Common Stock issued upon the exercise of any Warrant and or stock certificate issued upon the direct or indirect transfer of any such Common Stock.
 
Section 5.5                                     Cancellation of the Warrant .  If the Company shall purchase or otherwise acquire the Warrant, this Warrant Certificate shall thereupon be delivered to the Company to be cancelled by it and retired.  The Company shall cancel all Warrant Certificates surrendered, and accepted, for exchange, substitution, transfer or exercise in whole or in part.
 
Section 5.6                                     Reimbursement for Excise Tax .  In the event that the Holder incurs any Excise Tax (as defined in the Holder’s Restricted Stock Grant Agreement with the Company dated as of March 5, 2010 (the “ Prior Agreement ”)) on any payments or benefits under this Warrant Certificate, the Company shall gross-up the Holder the amount of such Excise Tax incurred in accordance with the provisions of Section 16 of the Prior Agreement (such provisions to apply irrespective of whether the Prior Agreement continues in effect at the time of such Excise Tax) and such Section 16 of the Prior Agreement relating to the Gross-Up Payment (as defined in the Prior Agreement) shall be incorporated with full effect into this Agreement, provided , that any reference to “this Agreement” in such Section 16 shall be deemed to refer to this Warrant Certificate.
 
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ARTICLE VI
 
MISCELLANEOUS PROVISIONS
 
Section 6.1                                     Binding Effects; Benefits .  This Warrant Certificate shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns.  Nothing in this Warrant Certificate, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant Certificate.
 
Section 6.2                                     Notices .  Unless a provision herein permits notice by way of a press release, any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail (return receipt requested, postage prepaid), by private national courier service, by personal delivery or by facsimile transmission.  Such notice or communication shall be deemed given (i) if mailed, two (2) days after the date of mailing, (ii) if sent by national courier service, one (1) Business Day after being sent, (iii) if delivered personally, when so delivered, or (iv) if sent by facsimile transmission, on the Business Day after such facsimile is transmitted, in each case as follows:
 
if to the Company, to:
 
Genco Shipping & Trading Limited
299 Park Avenue
New York, New York 10171
Facsimile: (646) 443-8551
Attention: John C. Wobensmith
 
with copies (which shall not constitute notice) to:
 
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Facsimile: (212) 715-8100
Attention: Thomas E. Molner
 
if to Holder, at its address or facsimile number as appears on the books of the Company maintained for such purpose or as specified in a notice given in accordance with this Section 6.2 .
 
Section 6.3                                     Persons Having Rights under this Warrant Certificate .  Nothing in this Warrant Certificate expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holder, any right, remedy, or claim under or by reason of this Warrant Certificate or of any covenant, condition, stipulation, promise, or agreement hereof.  All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Certificate shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns and the Holder.
 
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Section 6.4                                     Counterparts .  This Warrant Certificate may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
 
Section 6.5                                     Effect of Headings .  The section headings herein are for convenience only and are not part of this Warrant Certificate and shall not affect the interpretation hereof.
 
Section 6.6                                     Amendments .
 
(a)                                  Subject to Section 6.6(b)  below, this agreement may not be amended except in writing signed by both parties hereto.
 
(b)                                  The Company may from time to time supplement or amend this Warrant Certificate or the Warrant:
 
(i)                                      without the approval of the Holder in order to cure any ambiguity, manifest error or other mistake in this Warrant Certificate or the Warrant, or to correct or supplement any provision contained herein or in the Warrant that may be defective or inconsistent with any other provision herein or in the Warrant, or to make any other provisions in regard to matters or questions arising hereunder that the Company may deem necessary or desirable and that shall not adversely affect, alter or change the interests of the Holder in any material respect, or
 
(ii)                                   with the prior written consent of the Holder.
 
(c)                                   Any amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 6.6 will be binding upon the Holder and upon each future Holder and the Company.  In the event of any amendment, modification or waiver, the Company will give prompt notice thereof to the Holder and, if appropriate, notation thereof will be made on all Warrant Certificates thereafter surrendered for registration of transfer or exchange. Any failure of the Company to give such notice or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.
 
Section 6.7                                     No Inconsistent Agreements; No Impairment .  The Company shall not, on or after the date hereof, enter into any agreement with respect to its securities which conflicts with the rights granted to the Holder in the Warrant or the provisions hereof.  The Company represents and warrants to the Holder that the rights granted hereunder do not in any way conflict with the rights granted to holders of the Company’s securities under any other agreements.  The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Warrant and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Holder against impairment.
 
Section 6.8                                     Integration/Entire Agreement .  This Warrant Certificate is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive
 
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statement of the agreement and understanding of the Company and the Holder in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Warrant.  This Warrant Certificate and the Warrant supersede all prior agreements and understandings between the parties with respect to such subject matter.
 
Section 6.9                                     Governing Law, Etc .  This Warrant Certificate and each Warrant issued hereunder shall be deemed to be a contract made under the Laws of the State of New York and for all purposes shall be governed by and construed in accordance with the Laws of such State.  Each party hereto consents and submits to the jurisdiction of the courts of the State of New York and of the federal courts of the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Warrant Certificate or the transactions contemplated hereby.  In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 6.2 hereof.  Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.
 
Section 6.10                              Termination .  This Warrant Certificate will terminate on the earlier of (i) such date when the Warrant has been exercised with respect to all shares subject thereto, or (ii) the expiration of the Exercise Period.  The provisions of this Article VI shall survive such termination.
 
Section 6.11                              Waiver of Trial by Jury .  Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Warrant Certificate and the transactions contemplated hereby.
 
Section 6.12                              Remedies .  The Company hereby agrees that, in the event that the Company violates any provisions of a Warrant (including the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at law available to the Holder may be inadequate.  In such event, the Holder shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Warrant Certificate.
 
Section 6.13                              Severability .  In the event that any one or more of the provisions contained in this Warrant Certificate, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby.
 
[ Signature Page Follows ]
 
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed by a duly authorized officer as of the day and year first above written.

 	GENCO SHIPPING & TRADING LIMITED	

 	By:	/s/ John C. Wobensmith	
 	 	Name: John C. Wobensmith	
 	 	Title: Chief Financial Officer	
 
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EXHIBIT A
 
EXERCISE FORM FOR HOLDER
(To be executed upon exercise of Warrant)
 
The undersigned, being the holder of the Warrant Certificate issued by Genco Shipping & Trading Limited identified below, hereby irrevocably elects to exercise the right to purchase the number of shares of Common Stock indicated below pursuant to the net issuance exercise provisions of Section 2.4(a)  of the Warrant Certificate.

Warrant Certificate Number	 	 	
 	 	 	
Number of Shares of Common Stock	 	 	
 	 	(Total number of shares of Common Stock for which the Warrant is being exercised, before withholding for the Exercise Price. Not to exceed the number of shares of Common Stock for which such Warrant is exercisable in the aggregate.)	

 	Signature of Holder:	 	
 	 	 	
 	By:	 	
 	 	 	
 	Name:	 	
 	 	 	
 	Title:	 	
 	 	 	
 	Date:	 	

Exhibit 10.10
 
THIS WARRANT CERTIFICATE WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON AUGUST 7, 2020
 
WARRANT TO PURCHASE
 
2,782,341 SHARES OF COMMON STOCK OF
 
GENCO SHIPPING & TRADING LIMITED
 
PURSUANT TO THE GENCO SHIPPING & TRADING LIMITED 2014 MANAGEMENT INCENTIVE PLAN
 
ISSUE DATE:   August 7, 2014
 
No. W-3
 
This certifies that, for value received, Peter C. Georgiopoulos (the “ Holder ”), is entitled to purchase from Genco Shipping & Trading Limited, a Marshall Islands corporation (the “ Company ”), subject to the terms and conditions hereof and the Plan, at any time before 5:00 p.m., New York time, on August 7, 2020, the number of fully paid and non-assessable shares of common stock of the reorganized Company authorized and issued pursuant to the Prepack Plan and the articles of incorporation of the reorganized Company (“ Common Stock ”) set forth above at the Exercise Price (as defined herein).  The Exercise Price and the number and kind of shares purchasable hereunder are subject to adjustment from time to time as provided in Article III of this Warrant Certificate.  The initial Exercise Price shall be $34.19.  In the event of any conflict between the terms hereof and the Plan, the terms of the Plan shall control.
 
ARTICLE I
 
DEFINITIONS
 
Section 1.1                                     Definition of Terms .  As used in this Warrant Certificate, the following capitalized terms shall have the following respective meanings:
 
(a)                                  “ Affiliate ” has the meaning set forth in Rule 12b-2 of the Exchange Act.
 
(b)                                  “ Business Day ” means any day on which commercial banks are not authorized or permitted to close in the City of New York, Borough of Manhattan.
 
(c)                                   “ Closing Sale Price ” of the Common Stock on any date of determination means:
 
(i)                                      if the Common Stock is listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale price per share of the Common Stock (or if no closing sale price is reported, the average of the closing bid and closing ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten (10) consecutive trading days immediately prior to such

 
date of determination, as reported by the New York Stock Exchange or The NASDAQ Stock Market, as applicable;
 
(ii)                                   if the Common Stock is not listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale price per share of the Common Stock (or if no closing sale price is reported, the average of the high bid and low asked prices or, if more than one in either case, the average of the average high bid and low asked prices) for the ten (10) consecutive trading days immediately prior to such date of determination, as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded;
 
(iii)                                if the Common Stock is not listed on a U.S. national or regional securities exchange, the average last quoted sale price for the Common Stock (or, if no sale price is reported, the average of the high bid and low asked price for such date) for the ten (10) consecutive trading days immediately prior to such date of determination, in the over-the-counter market as reported by OTC Markets Group Inc. or other similar organization; or
 
(iv)                               in all other cases, as determined in good faith by the Board of Directors of the Company (“ Board of Directors ”).
 
The Closing Sale Price shall be determined without reference to early hours, after hours or extended market trading.
 
The Closing Sale Price shall be appropriately adjusted by the Company in good faith if the “ex date” (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) occurs during the ten (10) consecutive trading days immediately prior to the day as of which “Current Sale Price” is being determined.
 
For these purposes the term “ex date”, when used:
 
(i)                                      with respect to any issuance or distribution, means the first (1st) date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Price was obtained without the right to receive such issuance or distribution;
 
(ii)                                   with respect to any subdivision or combination of shares of Common Stock, means the first (1st) date on which the Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective; and
 
(iii)                                with respect to any tender or exchange offer, means the first (1st) date on which the Common Stock trades regular way on such exchange or in such market after the expiration time of such offer.
 
Whenever such adjustments shall be made to the Current Sale Price as may be necessary or appropriate to effectuate the intent of this Warrant and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.
 
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(d)                                  “ Common Stock ” has the meaning set forth in the preamble, and shall include any successor security as a result of any recapitalization, reorganization, reclassification or similar transaction involving the Company.
 
(e)                                   “ Company ” has the meaning set forth in the preamble.
 
(f)                                    “ Date of Issuance ” means August 7, 2014.
 
(g)                                   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
 
(h)                                  “ Exercise Date ” means any date, on or prior to the expiration of the Exercise Period, on which the Holder exercises the right to purchase the Warrant Exercise Shares, in whole or in part, pursuant to and in accordance with the terms and conditions described herein.
 
(i)                                      “ Exercise Form ” has the meaning set forth in Section 2.4(b)  hereof.
 
(j)                                     “ Exercise Period ” has the meaning set forth in Section 2.2(c)  hereof.
 
(k)                                  “ Exercise Price ” has the meaning set forth in Section 2.1(a)  hereof.
 
(l)                                      “ Fully Diluted ” means all Common Stock outstanding as of the applicable measurement date together with all Common Stock then issuable upon (i) the conversion of convertible securities of the Company at the then applicable conversion rate, and (ii) the exercise of any options or warrants then exercisable for Common Stock; provided , that, for purposes of clauses (i) and (ii), all conditions to the convertibility and/or exercisability of convertible securities, options and warrants of the Company, shall be deemed to have been satisfied.
 
(m)                              “ Governmental Authority ” means any (i) government, (ii) governmental or quasi- governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.
 
(n)                                  “ Holder ” has the meaning set forth in the preamble.
 
(o)                                  “ Immediate Family Members ”  has the meaning set forth in Section 4.1 hereof.
 
(p)                                  “ Initial Per Share Value ” has the meaning set forth in Section 3.1(f)  hereof.
 
(q)                                  “ Law ” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, the Republic of the Marshall
 
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Islands, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.
 
(r)                                     “ Organic Change ” means any recapitalization, reorganization, reclassification, consolidation, merger, sale of a majority of the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) cash, stock, securities or other assets or property with respect to or in exchange for Common Stock, other than a transaction which triggers an adjustment pursuant to Sections 3.1(a) , (b)  or (c) .
 
(s)                                    “ Person ” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity (as such term is defined in the Bankruptcy Code).
 
(t)                                     “ Plan ” means the 2014 Management Incentive Plan of the Company, as amended from time to time.
 
(u)                                  “ Prepack Plan ” means the “Prepackaged Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code,” dated April 16, 2014 (as such plan may be modified, amended or supplemented from time to time).
 
(v)                                  “ Pro Rata Repurchase Offer ” means any offer to purchase shares of Common Stock by the Company or any Affiliate thereof pursuant to (i) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other offer available to substantially all holders of Common Stock to purchase or exchange their shares of Common Stock, in the case of both (i) or (ii), whether for cash, shares of capital stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of capital stock, other securities or evidences of indebtedness of a Subsidiary), or any combination thereof, effected while the Warrant is outstanding.  The “effective date” of a Pro Rata Repurchase Offer shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase Offer or the date of purchase with respect to any Pro Rata Repurchase Offer that is not a tender or exchange offer.
 
(w)                                “ Securities Act ” means the Securities Act of 1933, as amended.
 
(x)                                  “ Service ” means a continuous time period during which the Holder is at least one of the following:  an employee or a director of, or a consultant to, the Company.
 
(y)                                  “ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company or other business entity (other than a corporation), a majority of the partnership, limited liability company or other
 
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similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company or other business entity gains or losses or shall be or control the general partner, the managing member or entity performing similar functions of such partnership, limited liability company or other business entity.
 
(z)                                   “ Third Party Cash Sale ” means in any such case with a purchaser that is not an Affiliate of the Company: (i) any merger, consolidation, or other similar transaction or series of transactions to which the Company is a party and pursuant to which the Company is not the surviving Person in such transaction and the consideration received by the Company’s shareholders (directly or indirectly) consists solely of cash or (ii) the sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole and the consideration received by the Company’s shareholders (directly or indirectly) consists solely of cash.
 
(aa)                           “ Third Party Sale Price ” means, with respect to any Third Party Cash Sale, the quotient of (x) the aggregate cash consideration received by the shareholders (directly or indirectly) in connection with the applicable Third Party Cash Sale, divided by (y) the number of Fully Diluted Shares of Common Stock outstanding immediately before the Third Party Sale Closing.
 
(bb)                           “ Warrant Exercise Shares ” means the shares of Common Stock issued upon the applicable exercise of a Warrant.
 
Section 1.2                                     Rules of Construction .
 
(a)                                              The singular form of any word used herein, including the terms defined in Section 1.1 hereof, shall include the plural, and vice versa.  The use herein of a word of any gender shall include correlative words of all genders.
 
(b)                                              Unless otherwise specified, references to Articles, Sections and other subdivisions of this Warrant are to the designated Articles, Sections and other subdivision of this Warrant as originally executed.  The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Warrant as a whole.
 
(c)                                               References to “$” are to dollars in lawful currency of the United States of America.
 
(d)                                              The Exhibits attached hereto are an integral part of this Warrant.
 
ARTICLE II
 
TERMS AND EXERCISE OF WARRANT
 
Section 2.1                                     Exercise Price .  Each Warrant shall entitle the Holder to, subject to the provisions of the Plan and of this Warrant Certificate, the right to purchase from the Company
 
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the number of shares of Common Stock, at the price of $34.19 per share (as the same may be hereafter adjusted in accordance herewith, the “ Exercise Price ”), specified on the first page of this Warrant Certificate.
 
Section 2.2                                     Exercise Period .  Subject to the further provisions of this Warrant Certificate, the Warrant shall be exercisable as follows:
 
(a)                                  Subject to Section 2.2(b) , the Warrant shall become exercisable with respect to a number of whole shares equal to one-third (1/3) of the shares subject to the Warrant on each of the first three (3) anniversaries of the Date of Issuance (rounding down to the nearest whole share on each of the first two (2) anniversaries and rounding up on the third (3rd) anniversary).
 
(b)                                  In the event of a Change in Control of the Company, as defined in the Plan, the Warrant shall become exercisable in full on the effective date of the Change in Control.
 
(c)                                   The Warrant may be exercised by the Holder thereof, in whole or in part (but not as to a fractional share of Common Stock), at any time and from time to time after the Warrant becomes exercisable in accordance with Sections 2.2(a)  and 2.2(b)  hereof and prior to 5:00 P.M., New York time on the sixth (6th) anniversary hereof, unless terminated earlier pursuant to this Warrant Certificate or the Plan (the “ Exercise Period ”).   To the extent that the Warrant or portion thereof is not exercised prior to the expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights thereunder, upon such expiration.
 
Section 2.3                                     Termination of Service
 
(a)                                  If the Holder’s Service is terminated for cause (as defined in Article III, Section 4 of the Amended and Restated By-Laws of the Company), or if the Holder voluntarily terminates his Service, the Warrant, to the extent not theretofore exercised, shall terminate upon the commencement of business on the date of the Holder’s termination of Service.
 
(b)                                  If the Holder’s Service is terminated for any reason (including without limitation the Holder’s death or disability (as defined below)) other than (i) removal as a director for cause (as defined in Article III, Section 4 of the Amended and Restated By-Laws of the Company) or (ii) due to the Holder’s voluntary termination of his Service, then the Warrant shall fully vest and become immediately exercisable as of the date of such termination of Service and shall remain exercisable until the expiration of the Exercise Period.  For this purpose “disability” shall mean any physical or mental condition that would qualify the Holder for a disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a physical or mental condition that prevents the Holder from performing the essential functions of the Holder’s position (with or without reasonable accommodation) for a period of six (6) consecutive months.  The existence of a disability shall be determined by the Company.
 
Section 2.4                                     Method of Exercise .
 
(a)                                  In connection with the exercise of the Warrant, the Exercise Price shall be paid as provided in this Section 2.4(a) .  In connection with the exercise of the Warrant, the
 
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Holder of such Warrant shall exchange the Common Stock purchase rights represented thereby by surrendering such Warrant to the Company, together with a written notice to the Company that the Holder is exchanging the Warrant (or a portion thereof) for the number of Warrant Exercise Shares being exercised, up to the aggregate number of Warrant Exercise Shares for which this Warrant Certificate is exercisable, specified in the notice, from which the Company shall withhold and not issue to such Holder, in payment of the Exercise Price thereof, a number of such Warrant Exercise Shares equal to (x) the number of Warrant Exercise Shares for which the Warrant is being exercised, multiplied by (y) the Exercise Price, and divided by (z) the Closing Sale Price on the Exercise Date (and such withheld shares shall no longer be issuable under the Warrant, and the Holder shall not have any rights or be entitled to any payment with respect to such withheld shares); provided , however , that the shares withheld, when valued based on the fair market value determined under Treasury Regulation 1.409A-1(b)(5)(iv)(A), shall have a value not less than the aggregate Exercise Price.  The issuance of any shares shall be subject to Section 3.6 of the Plan with respect to withholding of taxes and the Company may appropriately reduce the number of Warrant Exercise Shares in order to satisfy any withholding obligation.
 
(b)                                  Subject to the terms and conditions of the Plan and this Warrant Certificate, the Holder of a Warrant may exercise, in whole or in part, such Holder’s right to purchase the Warrant Exercise Shares issuable upon exercise of such Warrant, by providing an exercise form for the election to exercise such Warrant (“ Exercise Form ”) substantially in the form of Exhibit A hereto, properly completed and duly executed by the Holder thereof to the Company.
 
(c)                                   Any exercise of the Warrant pursuant to the terms of this Warrant Certificate shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.
 
(d)                                  Upon receipt of an Exercise Form pursuant to Section 2.4(a) , the Company shall:
 
(i)                                      examine such Exercise Form and all other documents delivered to it by or on behalf of Holder as contemplated hereunder to ascertain whether or not, on its face, such Exercise Form and any such other documents have been executed and completed in accordance with their terms and the terms hereof; and
 
(ii)                                   if an Exercise Form or other document appears, on its face, to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled.
 
(e)                                   The Company reserves the right to reasonably reject any and all Exercise Forms that it determines, in its sole discretion, are not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful.  Any such determination by the Company shall be final and binding on the Holder, absent manifest error.  Moreover, the Company reserves the absolute right to waive any of the
 
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conditions to any particular exercise of Warrant or any defects in the Exercise Form(s) with regard to any particular exercise of the Warrant.  The Company shall not be under any duty to give notice to the Holder of any irregularities in any exercise of the Warrant, nor shall it incur any liability for the failure to give such notice.
 
Section 2.5                                     Issuance of Common Stock .
 
(a)                                  Upon exercise of the Warrant pursuant to Section 2.4 , the Company shall promptly at its expense, and in no event later than five (5) Business Days thereafter, cause to be issued to the Holder of the Warrant the total number of whole shares of Common Stock for which the Warrant is being exercised, subject to Section 2.4(a)  (as the same may be hereafter adjusted pursuant to Article III ) in such denominations as are requested by the Holder.
 
(b)                                  Notwithstanding the five (5) Business Day period described in Section 2.5(a) , the Warrant Exercise Shares shall be deemed to have been issued to the Holder at the time at which all of the conditions to such exercise have been fulfilled, and the Holder shall be deemed for all purposes to have become the holder of such Warrant Exercise Shares at such time.
 
(c)                                   If less than all of the shares evidenced by the Warrant Certificate are exercised at any time prior to the termination of the Exercise Period, a new Warrant Certificate or Warrant Certificates shall be issued for the remaining number of shares evidenced by the Warrant Certificate.
 
Section 2.6                                     Reservation of Shares .   The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrant, a number of shares of Common Stock equal to the aggregate Warrant Exercise Shares issuable upon the exercise of the Warrant.  The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violating the Company’s governing documents or any requirements of any national securities exchange upon which shares of Common Stock may be listed.  The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrant.
 
Section 2.7                                     Fractional Shares .  Notwithstanding any provision to the contrary contained in this Warrant Certificate, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of the Warrant, and in any case where the Holder would, except for the provisions of this Section 2.7 , be entitled under the terms of the Warrant to receive a fraction of a share upon the exercise of the Warrant, the Company shall, upon the exercise of the Warrant, issue or cause to be issued only the largest whole number of Warrant Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and the Holder shall not have any rights to be entitled to any payment with respect to such fraction of a share); provided , that if more than one (1) Warrant is presented for exercise at the same time by the same Holder, the number of whole Warrant Exercise Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Exercise Shares issuable upon exercise of all such Warrants.
 
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Section 2.8                                     Public Offering .  Notwithstanding any other provision hereof, if an exercise of any portion of a Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of such Warrant may, at the election of the holder thereof, be conditioned upon the consummation of such registered public offering or sale of the Company, in which case such exercise shall be deemed to be effective concurrently with the consummation of such transaction.
 
Section 2.9                                     Close of Books; Par Value .  The Company shall not close its books against the transfer of any Warrant or any Warrant Exercise Shares in any manner which interferes with the timely exercise of such Warrant.  The Company shall use commercially reasonable efforts to, from time to time, take all such action as may be necessary to assure that the par value per share of the unissued shares of Common Stock acquirable upon exercise of each Warrant is at all times equal to or less than the Exercise Price then in effect.
 
Section 2.10                              Payment of Taxes .   The Company shall not be required to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of any shares of Common Stock (including certificates therefor) or payment of cash or other property to any recipient other than the Holder of the Warrant surrendered upon the exercise of a Warrant, and in case of such transfer or payment, the Company shall not be required to issue or deliver any shares or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.
 
ARTICLE III
 
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF
WARRANT EXERCISE SHARES
 
In order to prevent dilution of the rights granted under each Warrant, the Exercise Price shall be subject to adjustment from time to time as provided in this Article III , and the number of shares of Common Stock obtainable upon exercise of each Warrant shall be subject to adjustment from time to time as provided in this Article III ; provided , however , that no such adjustment shall be made to the extent that it would cause the Warrant to be subject to tax under Section 409A of the Internal Revenue Code of 1986, as amended.
 
Section 3.1                                     Adjustments .
 
(a)                                  Subdivision or Combination of Common Stock .  If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period subdivides (by any stock split, stock dividend or reclassification) the Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of Warrant Exercise Shares issuable upon exercise of the Warrant shall be proportionately increased.  If the Company at any time prior to the expiration of the Exercise Period combines (by reverse stock split, or reclassification) the Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately increased and the number of Warrant Exercise Shares
 
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issuable upon exercise of the Warrant shall be proportionately decreased. Any adjustment under this Section 3.1(a)  shall become effective immediately upon the effectiveness of such subdivision or combination.
 
(b)                                  Distributions . If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period fixes a record date for the making of a distribution to all holders of shares of the Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding dividends or distributions referred to in Section 3.1(a) ), then, in each such case, the Exercise Price in effect prior to such record date shall be adjusted thereafter to the price determined by the following formula:
 
EP 1  = EP 0  x (CP 0 - FV)/CP 0
 
where

EP 1	 	=	 	the Exercise Price in effect immediately following the application of the adjustments in this Section 3.1(b) ;	
 	 	 	 	 	
EP 0	 	=	 	the Exercise Price in effect immediately prior to the application of the adjustments in this Section 3.1(b) ;	
 	 	 	 	 	
CP 0	 	=	 	the Closing Sale Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution; and	
 	 	 	 	 	
FV	 	=	 	the amount of cash and/or the fair market value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one (1) share of Common Stock, as determined by the Board of Directors, acting in good faith.	
 
Such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Exercise Shares issuable upon the exercise of the Warrant represented by this Warrant Certificate shall be increased to the number obtained by dividing (x) the product of (1) t he number of Warrant Exercise Shares issuable upon the exercise of the Warrant represented by this Warrant Certificate before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment.
 
In the event that such distribution is not so made, the Exercise Price and the number of Warrant Exercise Shares issuable upon exercise of the Warrant then in effect shall be readjusted, effective as of the d ate when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Exercise Shares that would then be issuable upon exercise of the Warrant if such record date had not been fixed.
 
(c)                                   Pro Rata Repurchase Offer of Common Stock .  If at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period the Company
 
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consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula:
 
EP 1  = EP 0  x  (OS 0 x CP 0 ) – AP 
                        (OS 0 – SP) x CP 0
 
where

EP 1	 	=	 	the Exercise Price in effect immediately following the application of the adjustments in this Section 3.1(c)  (but in no event greater than EP 0 );	
 	 	 	 	 	
EP 0	 	=	 	the Exercise Price in effect immediately prior to the application of the adjustments in this Section 3.1(c) ;	
 	 	 	 	 	
OS 0	 	=	 	the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer;	
 	 	 	 	 	
CP 0	 	=	 	the Closing Sale Price of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer;	
 	 	 	 	 	
AP	 	=	 	the aggregate purchase price (including the fair market value, as determined in good faith by the Board of Directors, of any non-cash consideration included therein) paid for the shares of Common Stock repurchased in the Pro Rata Repurchase Offer; and	
 	 	 	 	 	
SP	 	=	 	the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer.	
 
In such event, the Warrant Exercise Shares issuable upon the exercise of the Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of the Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrant shall be made pursuant to this Section 3.1(c) .
 
(d)                                  Reorganization, Reclassification, Consolidation, Merger or Sale .  In connection with any Organic Change prior to the expiration of the Exercise Period, the Company shall make appropriate provision to ensure that the Holder of the Warrant shall have the right to acquire and receive, upon exercise of such Warrant, such cash, stock, securities or other assets or property as would have been issued or payable in such Organic Change (if the holder had exercised such Warrant immediately prior to such Organic Change) with respect to or in exchange, as applicable, for the number of Warrant Exercise Shares that would have been issued
 
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upon exercise of such Warrant, if such Warrant had been exercised immediately prior to the occurrence of such Organic Change.
 
(e)                                   Notwithstanding Section 3.1(d)  or anything contained in this Warrant Certificate, in the event of any Third Party Cash Sale, the Company shall pay (or cause to be paid) to the Holders, with respect to each unexercised Warrant outstanding immediately prior to the consummation of such Third Party Cash Sale (the “ Third Party Sale Closing ”), cash in an amount equal to the excess, if any, of the Third Party Sale Price over the Exercise Price; provided , however , that no Holder shall be entitled to any payment hereunder with respect to any portion of the Third Party Sale Price that is contingent, deferred or escrowed unless and until such amounts are actually paid to the holders of Common Stock or to the Company or its Subsidiaries, as applicable.  Upon the occurrence of a Third Party Sale Closing, all unexercised Warrants outstanding immediately prior to the Third Party Sale Closing shall automatically be terminated and cancelled and the Company shall thereupon cease to have any further obligations or liability with respect to the Warrants, except as required by this Section 3.1(e) .  For the avoidance of doubt, the Holders shall not be entitled to any payment or consideration with respect to any Third Party Cash Sale with respect to which the Third Party Sale Price is equal to or less than the Exercise Price.
 
(f)                                    Ordinary Dividends .  The Closing Sale Price of a share of Common Stock as of the Date of Issuance is $21.33 (the “ Initial Per Share Value ”).  In the event that the Exercise Price is adjusted pursuant to Section 3.1(a)  hereof, the Initial Per Share Value shall be similarly adjusted.  To the extent that the adjustment under Section 3.1(b)  with respect to ordinary dividends would reduce the Exercise Price below the Initial Per Share Value, as adjusted from time to time, such adjustment shall not be made unless otherwise permitted under Section 409A of the Code.
 
Section 3.2                                     Notices .  Whenever the number and/or kind of Warrant Exercise Shares or the Exercise Price is adjusted as herein provided, the Company shall prepare and deliver, or cause to be prepared and delivered, forthwith to the Holder a written statement setting forth the adjusted number and/or kind of shares purchasable upon the exercise of the Warrant and the Exercise Price of such shares after such adjustment, the facts requiring such adjustment and the computation by which adjustment was made, and give written notice to the Holder in the manner provided in Section 6.2 below, of the record date or the effective date of the event.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
 
Section 3.3                                     Form of Warrant After Adjustments .  The form of the Warrant Certificate need not be changed because of any adjustments in the Exercise Price or the number or kind of the Common Stock, and Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in Warrants, as initially issued.  The Company, however, may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect the substance of the Warrant Certificate, and any Warrant Certificate thereafter issued, whether in exchange or substitution for an outstanding Warrant Certificate, may be in the form so changed.
 
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Section 3.4                                     Deferral or Exclusion of Certain Adjustments.   No adjustment to the Exercise Price or the number of Warrant Exercise Shares shall be required hereunder unless such adjustment together with other adjustments carried forward as provided below, would result in an increase or decrease of at least one percent (1%) of the applicable Exercise Price or the number of Warrant Exercise Shares; provided , that any adjustments which by reason of this Section 3.4 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for a change in the par value of the shares of Common Stock. All calculations under this Section 3.4 shall be made to the nearest one one-thousandth (1/1,000) of one cent ($0.01) or to the nearest one one-thousandth (1/1,000) of a share, as the case may be.
 
ARTICLE IV
 
TRANSFER AND EXCHANGE
OF WARRANTS
 
Section 4.1                                     Transfer of the Warrant .  The Warrant shall only be assignable or transferable by will or by the laws of descent and distribution, subject to any transfer restrictions set forth in the Company’s Articles of Incorporation; provided , that the Holder may transfer all or a portion of the Warrant to (A) the Holder’s spouse, children or grandchildren (“ Immediate Family Members ”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the Company, provided , however , that no such transfer may be for consideration.
 
Section 4.2                                     Obligations with Respect to Transfers and Exchanges of the Warrant .
 
(a)                                  All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Certificate as the Warrant Certificates surrendered upon such registration of transfer or exchange.
 
(b)                                  No service charge shall be made to the Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Holder in connection with any such exchange or registration of transfer.
 
Section 4.3                                     Registry of Warrants .
 
(a)                                  The Company shall maintain a registry showing the name and address of the Holder as the registered holder of this Warrant Certificate. This Warrant Certificate may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.
 
(b)                                  The Company shall register the transfer of any portion of this Warrant Certificate in the registry upon the Holder’s compliance with this Article IV , provided , that such transfer is made in compliance with the Securities Act and state securities laws.
 
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Section 4.4                                     Fractional Warrants .  The Company shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate for a fraction of a Warrant.
 
ARTICLE V
 
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS
 
Section 5.1                                     No Rights or Liability as Stockholder .  Nothing contained in the Warrant shall be construed as conferring upon the Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company.  The consent of any Holder shall not be required with respect to any action or proceeding of the Company and no Holder shall have any right not expressly conferred hereunder. No holder, by reason of the ownership or possession of this Warrant shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Stock prior to, or for which the relevant record date preceded, the date of the exercise of this Warrant.  No provision hereof and no mere enumeration herein of the rights or privileges of the Holder shall give rise to any liability of such holder for the Exercise Price hereunder or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
 
Section 5.2                                     Notice to Holders.   The Company shall give notice to Holders by regular mail or press release if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur:
 
(a)                                  the payment of any dividend payable in any securities upon shares of Common Stock or the making of any distribution (other than a regular quarterly cash dividend) to all holders of Common Stock;
 
(b)                                  the issuance to all holders of Common Stock of any additional shares of Common Stock or of rights, options or warrants to subscribe for or purchase Common Stock or of any other subscription rights, options or warrants;
 
(c)                                   a Pro Rata Repurchase Offer;
 
(d)                                  a dissolution, liquidation or winding up of the Company;
 
(e)                                   an Organic Change; or
 
(f)                                    the consummation of a Third Party Cash Sale.
 
Such giving of notice shall be initiated at least ten (10) days prior to the date fixed as the record date or the date of closing of the Company’s stock transfer books for the determination of the stockholders entitled to such dividend, distribution or subscription rights, or of the stockholders entitled to vote on such Organic Change, dissolution, liquidation or winding up, or of the proposed date of such Third Party Sale Closing or the proposed effective date of such Pro
 
14 

 
Rata Repurchase Offer, as applicable.  Such notice shall specify such record date or the date of closing the stock transfer books or proposed effective date, as the case may be.  Failure to provide such notice shall not affect the validity of any action taken in connection with any such dividend, distribution or subscription rights, Pro Rata Repurchase Offer, Third Party Cash Sale, or proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.  For the avoidance of doubt, no such notice shall supersede or limit any adjustment called for by Section 3.1 by reason of any event as to which notice is required by this Section 5.2 .
 
Section 5.3                                     Lost, Stolen, Mutilated or Destroyed Warrant Certificates .  If this Warrant Certificate is lost, stolen, mutilated or destroyed, the Company shall issue and, if provided with all necessary information and documents, deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon receipt of evidence and an affidavit reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant Certificate, and, if requested by either the Company, a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the loss, theft, mutilation or destruction of any such Warrant Certificate or the issuance of such new certificate.  Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe and as required by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York.
 
Section 5.4                                     No Restrictive Legends .  No legend shall be stamped or imprinted on any stock certificate for Common Stock issued upon the exercise of any Warrant and or stock certificate issued upon the direct or indirect transfer of any such Common Stock.
 
Section 5.5                                     Cancellation of the Warrant .  If the Company shall purchase or otherwise acquire the Warrant, this Warrant Certificate shall thereupon be delivered to the Company to be cancelled by it and retired.  The Company shall cancel all Warrant Certificates surrendered, and accepted, for exchange, substitution, transfer or exercise in whole or in part.
 
Section 5.6                                     Reimbursement for Excise Tax .  In the event that the Holder incurs any Excise Tax (as defined in the Holder’s Restricted Stock Grant Agreement with the Company dated as of March 5, 2010 (the “ Prior Agreement ”)) on any payments or benefits under this Warrant Certificate, the Company shall gross-up the Holder the amount of such Excise Tax incurred in accordance with the provisions of Section 16 of the Prior Agreement (such provisions to apply irrespective of whether the Prior Agreement continues in effect at the time of such Excise Tax) and such Section 16 of the Prior Agreement relating to the Gross-Up Payment (as defined in the Prior Agreement) shall be incorporated with full effect into this Agreement, provided , that any reference to “this Agreement” in such Section 16 shall be deemed to refer to this Warrant Certificate.
 
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ARTICLE VI
 
MISCELLANEOUS PROVISIONS
 
Section 6.1                                     Binding Effects; Benefits .  This Warrant Certificate shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns.  Nothing in this Warrant Certificate, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant Certificate.
 
Section 6.2                                     Notices .  Unless a provision herein permits notice by way of a press release, any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail (return receipt requested, postage prepaid), by private national courier service, by personal delivery or by facsimile transmission.  Such notice or communication shall be deemed given (i) if mailed, two (2) days after the date of mailing, (ii) if sent by national courier service, one (1) Business Day after being sent, (iii) if delivered personally, when so delivered, or (iv) if sent by facsimile transmission, on the Business Day after such facsimile is transmitted, in each case as follows:
 
if to the Company, to:
 
Genco Shipping & Trading Limited
299 Park Avenue
New York, New York 10171
Facsimile: (646) 443-8551
Attention: John C. Wobensmith
 
with copies (which shall not constitute notice) to:
 
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Facsimile: (212) 715-8100
Attention: Thomas E. Molner
 
if to Holder, at its address or facsimile number as appears on the books of the Company maintained for such purpose or as specified in a notice given in accordance with this Section 6.2 .
 
Section 6.3                                     Persons Having Rights under this Warrant Certificate .  Nothing in this Warrant Certificate expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holder, any right, remedy, or claim under or by reason of this Warrant Certificate or of any covenant, condition, stipulation, promise, or agreement hereof.  All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Certificate shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns and the Holder.
 
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Section 6.4                                     Counterparts .  This Warrant Certificate may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
 
Section 6.5                                     Effect of Headings .  The section headings herein are for convenience only and are not part of this Warrant Certificate and shall not affect the interpretation hereof.
 
Section 6.6                                     Amendments .
 
(a)                                  Subject to Section 6.6(b)  below, this agreement may not be amended except in writing signed by both parties hereto.
 
(b)                                  The Company may from time to time supplement or amend this Warrant Certificate or the Warrant:
 
(i)                                      without the approval of the Holder in order to cure any ambiguity, manifest error or other mistake in this Warrant Certificate or the Warrant, or to correct or supplement any provision contained herein or in the Warrant that may be defective or inconsistent with any other provision herein or in the Warrant, or to make any other provisions in regard to matters or questions arising hereunder that the Company may deem necessary or desirable and that shall not adversely affect, alter or change the interests of the Holder in any material respect, or
 
(ii)                                   with the prior written consent of the Holder.
 
(c)                                   Any amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 6.6 will be binding upon the Holder and upon each future Holder and the Company.  In the event of any amendment, modification or waiver, the Company will give prompt notice thereof to the Holder and, if appropriate, notation thereof will be made on all Warrant Certificates thereafter surrendered for registration of transfer or exchange. Any failure of the Company to give such notice or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.
 
Section 6.7                                     No Inconsistent Agreements; No Impairment .  The Company shall not, on or after the date hereof, enter into any agreement with respect to its securities which conflicts with the rights granted to the Holder in the Warrant or the provisions hereof.  The Company represents and warrants to the Holder that the rights granted hereunder do not in any way conflict with the rights granted to holders of the Company’s securities under any other agreements.  The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Warrant and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Holder against impairment.
 
Section 6.8                                     Integration/Entire Agreement .  This Warrant Certificate is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive
 
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statement of the agreement and understanding of the Company and the Holder in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Warrant.  This Warrant Certificate and the Warrant supersede all prior agreements and understandings between the parties with respect to such subject matter.
 
Section 6.9                                     Governing Law, Etc .  This Warrant Certificate and each Warrant issued hereunder shall be deemed to be a contract made under the Laws of the State of New York and for all purposes shall be governed by and construed in accordance with the Laws of such State.  Each party hereto consents and submits to the jurisdiction of the courts of the State of New York and of the federal courts of the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Warrant Certificate or the transactions contemplated hereby.  In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 6.2 hereof.  Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.
 
Section 6.10                              Termination .  This Warrant Certificate will terminate on the earlier of (i) such date when the Warrant has been exercised with respect to all shares subject thereto, or (ii) the expiration of the Exercise Period.  The provisions of this Article VI shall survive such termination.
 
Section 6.11                              Waiver of Trial by Jury .  Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Warrant Certificate and the transactions contemplated hereby.
 
Section 6.12                              Remedies .  The Company hereby agrees that, in the event that the Company violates any provisions of a Warrant (including the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at law available to the Holder may be inadequate.  In such event, the Holder shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Warrant Certificate.
 
Section 6.13                              Severability .  In the event that any one or more of the provisions contained in this Warrant Certificate, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby.
 
[ Signature Page Follows ]
 
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed by a duly authorized officer as of the day and year first above written.

 	GENCO SHIPPING & TRADING LIMITED	

 	By:	/s/ John C. Wobensmith	
 	 	Name: John C. Wobensmith	
 	 	Title: Chief Financial Officer	
 
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EXHIBIT A
 
EXERCISE FORM FOR HOLDER
(To be executed upon exercise of Warrant)
 
The undersigned, being the holder of the Warrant Certificate issued by Genco Shipping & Trading Limited identified below, hereby irrevocably elects to exercise the right to purchase the number of shares of Common Stock indicated below pursuant to the net issuance exercise provisions of Section 2.4(a)  of the Warrant Certificate.

Warrant Certificate Number	 	 	
 	 	 	
Number of Shares of Common Stock	 	 	
 	 	(Total number of shares of Common Stock for which the Warrant is being exercised, before withholding for the Exercise Price. Not to exceed the number of shares of Common Stock for which such Warrant is exercisable in the aggregate.)	

 	Signature of Holder:	 	
 	 	 	
 	By:	 	
 	 	 	
 	Name:	 	
 	 	 	
 	Title:	 	
 	 	 	
 	Date:	 	

Exhibit 10.11
 
THIS WARRANT CERTIFICATE WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON AUGUST 7, 2020
 
WARRANT TO PURCHASE
 
476,133 SHARES OF COMMON STOCK OF
 
GENCO SHIPPING & TRADING LIMITED
 
PURSUANT TO THE GENCO SHIPPING & TRADING LIMITED 2014 MANAGEMENT INCENTIVE PLAN
 
ISSUE DATE:   August 7, 2014
 
No. W-4
 
This certifies that, for value received, John C. Wobensmith (the “ Holder ”), is entitled to purchase from Genco Shipping & Trading Limited, a Marshall Islands corporation (the “ Company ”), subject to the terms and conditions hereof and the Plan, at any time before 5:00 p.m., New York time, on August 7, 2020, the number of fully paid and non-assessable shares of common stock of the reorganized Company authorized and issued pursuant to the Prepack Plan and the articles of incorporation of the reorganized Company (“ Common Stock ”) set forth above at the Exercise Price (as defined herein).  The Exercise Price and the number and kind of shares purchasable hereunder are subject to adjustment from time to time as provided in Article III of this Warrant Certificate.  The initial Exercise Price shall be $25.91.  In the event of any conflict between the terms hereof and the Plan, the terms of the Plan shall control.
 
ARTICLE I
 
DEFINITIONS
 
Section 1.1                                     Definition of Terms .  As used in this Warrant Certificate, the following capitalized terms shall have the following respective meanings:
 
(a)                                  “ Affiliate ” has the meaning set forth in Rule 12b-2 of the Exchange Act.
 
(b)                                  “ Business Day ” means any day on which commercial banks are not authorized or permitted to close in the City of New York, Borough of Manhattan.
 
(c)                                   “ Closing Sale Price ” of the Common Stock on any date of determination means:
 
(i)                                      if the Common Stock is listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale price per share of the Common Stock (or if no closing sale price is reported, the average of the closing bid and closing ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten (10) consecutive trading days immediately prior to such

 
date of determination, as reported by the New York Stock Exchange or The NASDAQ Stock Market, as applicable;
 
(ii)                                   if the Common Stock is not listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale price per share of the Common Stock (or if no closing sale price is reported, the average of the high bid and low asked prices or, if more than one in either case, the average of the average high bid and low asked prices) for the ten (10) consecutive trading days immediately prior to such date of determination, as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded;
 
(iii)                                if the Common Stock is not listed on a U.S. national or regional securities exchange, the average last quoted sale price for the Common Stock (or, if no sale price is reported, the average of the high bid and low asked price for such date) for the ten (10) consecutive trading days immediately prior to such date of determination, in the over-the-counter market as reported by OTC Markets Group Inc. or other similar organization; or
 
(iv)                               in all other cases, as determined in good faith by the Board of Directors of the Company (“ Board of Directors ”).
 
The Closing Sale Price shall be determined without reference to early hours, after hours or extended market trading.
 
The Closing Sale Price shall be appropriately adjusted by the Company in good faith if the “ex date” (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) occurs during the ten (10) consecutive trading days immediately prior to the day as of which “Current Sale Price” is being determined.
 
For these purposes the term “ex date”, when used:
 
(i)                                      with respect to any issuance or distribution, means the first (1st) date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Price was obtained without the right to receive such issuance or distribution;
 
(ii)                                   with respect to any subdivision or combination of shares of Common Stock, means the first (1st) date on which the Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective; and
 
(iii)                                with respect to any tender or exchange offer, means the first (1st) date on which the Common Stock trades regular way on such exchange or in such market after the expiration time of such offer.
 
Whenever such adjustments shall be made to the Current Sale Price as may be necessary or appropriate to effectuate the intent of this Warrant and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.
 
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(d)                                  “ Common Stock ” has the meaning set forth in the preamble, and shall include any successor security as a result of any recapitalization, reorganization, reclassification or similar transaction involving the Company.
 
(e)                                   “ Company ” has the meaning set forth in the preamble.
 
(f)                                    “ Date of Issuance ” means August 7, 2014.
 
(g)                                   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
 
(h)                                  “ Exercise Date ” means any date, on or prior to the expiration of the Exercise Period, on which the Holder exercises the right to purchase the Warrant Exercise Shares, in whole or in part, pursuant to and in accordance with the terms and conditions described herein.
 
(i)                                      “ Exercise Form ” has the meaning set forth in Section 2.4(b)  hereof.
 
(j)                                     “ Exercise Period ” has the meaning set forth in Section 2.2(c)  hereof.
 
(k)                                  “ Exercise Price ” has the meaning set forth in Section 2.1(a)  hereof.
 
(l)                                      “ Fully Diluted ” means all Common Stock outstanding as of the applicable measurement date together with all Common Stock then issuable upon (i) the conversion of convertible securities of the Company at the then applicable conversion rate, and (ii) the exercise of any options or warrants then exercisable for Common Stock; provided , that, for purposes of clauses (i) and (ii), all conditions to the convertibility and/or exercisability of convertible securities, options and warrants of the Company, shall be deemed to have been satisfied.
 
(m)                              “ Governmental Authority ” means any (i) government, (ii) governmental or quasi- governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.
 
(n)                                  “ Holder ” has the meaning set forth in the preamble.
 
(o)                                  “ Immediate Family Members ”  has the meaning set forth in Section 4.1 hereof.
 
(p)                                  “ Initial Per Share Value ” has the meaning set forth in Section 3.1(f)  hereof.
 
(q)                                  “ Law ” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, the Republic of the Marshall
 
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Islands, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.
 
(r)                                     “ Organic Change ” means any recapitalization, reorganization, reclassification, consolidation, merger, sale of a majority of the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) cash, stock, securities or other assets or property with respect to or in exchange for Common Stock, other than a transaction which triggers an adjustment pursuant to Sections 3.1(a) , (b)  or (c) .
 
(s)                                    “ Person ” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity (as such term is defined in the Bankruptcy Code).
 
(t)                                     “ Plan ” means the 2014 Management Incentive Plan of the Company, as amended from time to time.
 
(u)                                  “ Prepack Plan ” means the “Prepackaged Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code,” dated April 16, 2014 (as such plan may be modified, amended or supplemented from time to time).
 
(v)                                  “ Pro Rata Portion of the Warrant ” has the meaning set forth in Section 2.3(b)(i) .
 
(w)                                “ Pro Rata Repurchase Offer ” means any offer to purchase shares of Common Stock by the Company or any Affiliate thereof pursuant to (i) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other offer available to substantially all holders of Common Stock to purchase or exchange their shares of Common Stock, in the case of both (i) or (ii), whether for cash, shares of capital stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of capital stock, other securities or evidences of indebtedness of a Subsidiary), or any combination thereof, effected while the Warrant is outstanding.  The “effective date” of a Pro Rata Repurchase Offer shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase Offer or the date of purchase with respect to any Pro Rata Repurchase Offer that is not a tender or exchange offer.
 
(x)                                  “ Securities Act ” means the Securities Act of 1933, as amended.
 
(y)                                  “ Service ” means a continuous time period during which the Holder is at least one of the following:  an employee or a director of, or a consultant to, the Company.
 
(z)                                   “ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or
 
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indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company or other business entity (other than a corporation), a majority of the partnership, limited liability company or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company or other business entity gains or losses or shall be or control the general partner, the managing member or entity performing similar functions of such partnership, limited liability company or other business entity.
 
(aa)                           “ Third Party Cash Sale ” means in any such case with a purchaser that is not an Affiliate of the Company: (i) any merger, consolidation, or other similar transaction or series of transactions to which the Company is a party and pursuant to which the Company is not the surviving Person in such transaction and the consideration received by the Company’s shareholders (directly or indirectly) consists solely of cash or (ii) the sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole and the consideration received by the Company’s shareholders (directly or indirectly) consists solely of cash.
 
(bb)                           “ Third Party Sale Price ” means, with respect to any Third Party Cash Sale, the quotient of (x) the aggregate cash consideration received by the shareholders (directly or indirectly) in connection with the applicable Third Party Cash Sale, divided by (y) the number of Fully Diluted Shares of Common Stock outstanding immediately before the Third Party Sale Closing.
 
(cc)                             “ Warrant Exercise Shares ” means the shares of Common Stock issued upon the applicable exercise of a Warrant.
 
Section 1.2                                     Rules of Construction .
 
(a)                                              The singular form of any word used herein, including the terms defined in Section 1.1 hereof, shall include the plural, and vice versa.  The use herein of a word of any gender shall include correlative words of all genders.
 
(b)                                              Unless otherwise specified, references to Articles, Sections and other subdivisions of this Warrant are to the designated Articles, Sections and other subdivision of this Warrant as originally executed.  The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Warrant as a whole.
 
(c)                                               References to “$” are to dollars in lawful currency of the United States of America.
 
(d)                                              The Exhibits attached hereto are an integral part of this Warrant.
 
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ARTICLE II
 
TERMS AND EXERCISE OF WARRANT
 
Section 2.1                                     Exercise Price .  Each Warrant shall entitle the Holder to, subject to the provisions of the Plan and of this Warrant Certificate, the right to purchase from the Company the number of shares of Common Stock, at the price of $25.91 per share (as the same may be hereafter adjusted in accordance herewith, the “ Exercise Price ”), specified on the first page of this Warrant Certificate.
 
Section 2.2                                     Exercise Period .  Subject to the further provisions of this Warrant Certificate, the Warrant shall be exercisable as follows:
 
(a)                                  Subject to Section 2.2(b) , the Warrant shall become exercisable with respect to a number of whole shares equal to one-third (1/3) of the shares subject to the Warrant on each of the first three (3) anniversaries of the Date of Issuance (rounding down to the nearest whole share on each of the first two (2) anniversaries and rounding up on the third (3rd) anniversary).  Each such anniversary is referred to as a “ Vesting Date .”
 
(b)                                  In the event of a Change in Control of the Company, as defined in the Plan, the Warrant shall become exercisable in full on the effective date of the Change in Control.
 
(c)                                   The Warrant may be exercised by the Holder thereof, in whole or in part (but not as to a fractional share of Common Stock), at any time and from time to time after the Warrant becomes exercisable in accordance with Sections 2.2(a)  and 2.2(b)  hereof and prior to 5:00 P.M., New York time on the sixth (6th) anniversary hereof, unless terminated earlier pursuant to this Warrant Certificate or the Plan (the “ Exercise Period ”).  To the extent that the Warrant or portion thereof is not exercised prior to the expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights thereunder, upon such expiration.
 
Section 2.3                                     Termination of Service
 
(a)                                  If the Holder’s Service is terminated for cause, as defined in the Plan, or if the Holder resigns without Good Reason (as defined in the Holder’s Employment Agreement with the Company dated as of September 21, 2007, as amended (the “ Employment Agreement ”), the Warrant, to the extent not theretofore exercised, shall terminate upon the commencement of business on the date of the Holder’s termination of Service.
 
(b)                                  If the Holder’s Service is terminated by the Company without cause, as defined in the Plan, or by the Holder for Good Reason, then the Warrant shall fully vest and become immediately exercisable as of the date of such termination of Service and shall remain exercisable until the expiration of the Exercise Period.
 
(c)                                   If the Holder’s Service is terminated due to the Holder’s death or disability (as defined below), then the Pro Rata Portion of the Warrant (as defined below) shall become exercisable as of such date in addition to the portion of the Warrant which is already exercisable as of such date.  The Warrant, to the extent exercisable as of the date of termination (including,
 
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but not limited to, the Pro Rata Portion of the Warrant), shall remain exercisable until the one year anniversary of such termination (but in no event beyond the expiration of the Exercise Period), and the Warrant, to the extent not exercisable as of the date of termination, shall expire as of the date of termination.  For the purposes of this Section 2.3(c) :
 
(i)                                      The “ Pro Rata Portion of the Warrant ” shall mean that number of shares with respect to which the Warrant that would become exercisable on the next Vesting Date multiplied by a fraction, the denominator of which is twelve (12) and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Date of Issuance, if there is no preceding Vesting Date) and the date of termination of Service.
 
(ii)                                   “ Disability ” shall mean any physical or mental condition that would qualify the Holder for a disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a physical or mental condition that prevents the Holder from performing the essential functions of the Holder’s position (with or without reasonable accommodation) for a period of six (6) consecutive months.  The existence of a disability shall be determined by the Company.
 
(d)                                  If the Holder’s Service is terminated other than as set forth above, the Holder may exercise the Warrant (i) only to the extent that the Holder was entitled to exercise the Warrant on the termination of Service date; and (ii) exercise must occur within three (3) months after termination of Service but in no event after the original expiration date of the Warrant.
 
Section 2.4                                     Method of Exercise .
 
(a)                                  In connection with the exercise of the Warrant, the Exercise Price shall be paid as provided in this Section 2.4(a) .  In connection with the exercise of the Warrant, the Holder of such Warrant shall exchange the Common Stock purchase rights represented thereby by surrendering such Warrant to the Company, together with a written notice to the Company that the Holder is exchanging the Warrant (or a portion thereof) for the number of Warrant Exercise Shares being exercised, up to the aggregate number of Warrant Exercise Shares for which this Warrant Certificate is exercisable, specified in the notice, from which the Company shall withhold and not issue to such Holder, in payment of the Exercise Price thereof, a number of such Warrant Exercise Shares equal to (x) the number of Warrant Exercise Shares for which the Warrant is being exercised, multiplied by (y) the Exercise Price, and divided by (z) the Closing Sale Price on the Exercise Date (and such withheld shares shall no longer be issuable under the Warrant, and the Holder shall not have any rights or be entitled to any payment with respect to such withheld shares); provided , however , that the shares withheld, when valued based on the fair market value determined under Treasury Regulation 1.409A-1(b)(5)(iv)(A), shall have a value not less than the aggregate Exercise Price.  The issuance of any shares shall be subject to Section 3.6 of the Plan with respect to withholding of taxes and the Company may appropriately reduce the number of Warrant Exercise Shares in order to satisfy any withholding obligation.
 
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(b)                                  Subject to the terms and conditions of the Plan and this Warrant Certificate, the Holder of a Warrant may exercise, in whole or in part, such Holder’s right to purchase the Warrant Exercise Shares issuable upon exercise of such Warrant, by providing an exercise form for the election to exercise such Warrant (“ Exercise Form ”) substantially in the form of Exhibit A hereto, properly completed and duly executed by the Holder thereof to the Company.
 
(c)                                   Any exercise of the Warrant pursuant to the terms of this Warrant Certificate shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.
 
(d)                                  Upon receipt of an Exercise Form pursuant to Section 2.4(a) , the Company shall:
 
(i)                                      examine such Exercise Form and all other documents delivered to it by or on behalf of Holder as contemplated hereunder to ascertain whether or not, on its face, such Exercise Form and any such other documents have been executed and completed in accordance with their terms and the terms hereof; and
 
(ii)                                   if an Exercise Form or other document appears, on its face, to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled.
 
(e)                                   The Company reserves the right to reasonably reject any and all Exercise Forms that it determines, in its sole discretion, are not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful.  Any such determination by the Company shall be final and binding on the Holder, absent manifest error.  Moreover, the Company reserves the absolute right to waive any of the conditions to any particular exercise of Warrant or any defects in the Exercise Form(s) with regard to any particular exercise of the Warrant.  The Company shall not be under any duty to give notice to the Holder of any irregularities in any exercise of the Warrant, nor shall it incur any liability for the failure to give such notice.
 
Section 2.5                                     Issuance of Common Stock .
 
(a)                                  Upon exercise of the Warrant pursuant to Section 2.4 , the Company shall promptly at its expense, and in no event later than five (5) Business Days thereafter, cause to be issued to the Holder of the Warrant the total number of whole shares of Common Stock for which the Warrant is being exercised, subject to Section 2.4(a)  (as the same may be hereafter adjusted pursuant to Article III ) in such denominations as are requested by the Holder.
 
(b)                                  Notwithstanding the five (5) Business Day period described in Section 2.5(a) , the Warrant Exercise Shares shall be deemed to have been issued to the Holder at the time at which all of the conditions to such exercise have been fulfilled, and the Holder shall be deemed for all purposes to have become the holder of such Warrant Exercise Shares at such time.
 
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(c)                                   If less than all of the shares evidenced by the Warrant Certificate are exercised at any time prior to the termination of the Exercise Period, a new Warrant Certificate or Warrant Certificates shall be issued for the remaining number of shares evidenced by the Warrant Certificate.
 
Section 2.6                                     Reservation of Shares .   The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrant, a number of shares of Common Stock equal to the aggregate Warrant Exercise Shares issuable upon the exercise of the Warrant.  The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violating the Company’s governing documents or any requirements of any national securities exchange upon which shares of Common Stock may be listed.  The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrant.
 
Section 2.7                                     Fractional Shares .  Notwithstanding any provision to the contrary contained in this Warrant Certificate, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of the Warrant, and in any case where the Holder would, except for the provisions of this Section 2.7 , be entitled under the terms of the Warrant to receive a fraction of a share upon the exercise of the Warrant, the Company shall, upon the exercise of the Warrant, issue or cause to be issued only the largest whole number of Warrant Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and the Holder shall not have any rights to be entitled to any payment with respect to such fraction of a share); provided , that if more than one Warrant is presented for exercise at the same time by the same Holder, the number of whole Warrant Exercise Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Exercise Shares issuable upon exercise of all such Warrants.
 
Section 2.8                                     Public Offering .  Notwithstanding any other provision hereof, if an exercise of any portion of a Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of such Warrant may, at the election of the holder thereof, be conditioned upon the consummation of such registered public offering or sale of the Company, in which case such exercise shall be deemed to be effective concurrently with the consummation of such transaction.
 
Section 2.9                                     Close of Books; Par Value .  The Company shall not close its books against the transfer of any Warrant or any Warrant Exercise Shares in any manner which interferes with the timely exercise of such Warrant.  The Company shall use commercially reasonable efforts to, from time to time, take all such action as may be necessary to assure that the par value per share of the unissued shares of Common Stock acquirable upon exercise of each Warrant is at all times equal to or less than the Exercise Price then in effect.
 
Section 2.10                              Payment of Taxes .   The Company shall not be required to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of any shares of Common Stock (including certificates therefor) or payment of cash or other property to any recipient other than the Holder of the Warrant surrendered upon the exercise of a Warrant, and in
 
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case of such transfer or payment, the Company shall not be required to issue or deliver any shares or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.
 
ARTICLE III
 
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF
WARRANT EXERCISE SHARES
 
In order to prevent dilution of the rights granted under each Warrant, the Exercise Price shall be subject to adjustment from time to time as provided in this Article III , and the number of shares of Common Stock obtainable upon exercise of each Warrant shall be subject to adjustment from time to time as provided in this Article III ; provided , however , that no such adjustment shall be made to the extent that it would cause the Warrant to be subject to tax under Section 409A of the Internal Revenue Code of 1986, as amended.
 
Section 3.1                                     Adjustments .
 
(a)                                  Subdivision or Combination of Common Stock .  If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period subdivides (by any stock split, stock dividend or reclassification) the Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of Warrant Exercise Shares issuable upon exercise of the Warrant shall be proportionately increased.  If the Company at any time prior to the expiration of the Exercise Period combines (by reverse stock split, or reclassification) the Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately increased and the number of Warrant Exercise Shares issuable upon exercise of the Warrant shall be proportionately decreased. Any adjustment under this Section 3.1(a)  shall become effective immediately upon the effectiveness of such subdivision or combination.
 
(b)                                  Distributions . If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period fixes a record date for the making of a distribution to all holders of shares of the Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding dividends or distributions referred to in Section 3.1(a) ), then, in each such case, the Exercise Price in effect prior to such record date shall be adjusted thereafter to the price determined by the following formula:
 
EP 1  = EP 0  x (CP 0 - FV)/CP 0
 
where

EP 1	 	=	 	the Exercise Price in effect immediately following the application of the adjustments in this Section 3.1(b) ;	
 	 	 	 	 	
EP 0	 	=	 	the Exercise Price in effect immediately prior to the application	
 
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 	 	 	 	of the adjustments in this Section 3.1(b) ;	
 	 	 	 	 	
CP 0	 	=	 	the Closing Sale Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution; and	
 	 	 	 	 	
FV	 	=	 	the amount of cash and/or the fair market value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock, as determined by the Board of Directors, acting in good faith.	
 
Such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Exercise Shares issuable upon the exercise of the Warrant represented by this Warrant Certificate shall be increased to the number obtained by dividing (x) the product of (1) t he number of Warrant Exercise Shares issuable upon the exercise of the Warrant represented by this Warrant Certificate before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment.
 
In the event that such distribution is not so made, the Exercise Price and the number of Warrant Exercise Shares issuable upon exercise of the Warrant then in effect shall be readjusted, effective as of the d ate when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Exercise Shares that would then be issuable upon exercise of the Warrant if such record date had not been fixed.
 
(c)                                   Pro Rata Repurchase Offer of Common Stock .  If at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula:
 
EP 1  = EP 0  x  (OS 0 x CP 0 ) – AP 
                        (OS 0 – SP) x CP 0
 
where

EP 1	 	=	 	the Exercise Price in effect immediately following the application of the adjustments in this Section 3.1(c)  (but in no event greater than EP 0 );	
 	 	 	 	 	
EP 0	 	=	 	the Exercise Price in effect immediately prior to the application of the adjustments in this Section 3.1(c) ;	
 	 	 	 	 	
OS 0	 	=	 	the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer;	
 	 	 	 	 	
CP 0	 	=	 	the Closing Sale Price of a share of Common Stock on the	
 
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 	 	 	 	trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer;	
 	 	 	 	 	
AP	 	=	 	the aggregate purchase price (including the fair market value, as determined in good faith by the Board of Directors, of any non-cash consideration included therein) paid for the shares of Common Stock repurchased in the Pro Rata Repurchase Offer; and	
 	 	 	 	 	
SP	 	=	 	the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer.	
 
In such event, the Warrant Exercise Shares issuable upon the exercise of the Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of the Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrant shall be made pursuant to this Section 3.1(c) .
 
(d)                                  Reorganization, Reclassification, Consolidation, Merger or Sale .  In connection with any Organic Change prior to the expiration of the Exercise Period, the Company shall make appropriate provision to ensure that the Holder of the Warrant shall have the right to acquire and receive, upon exercise of such Warrant, such cash, stock, securities or other assets or property as would have been issued or payable in such Organic Change (if the holder had exercised such Warrant immediately prior to such Organic Change) with respect to or in exchange, as applicable, for the number of Warrant Exercise Shares that would have been issued upon exercise of such Warrant, if such Warrant had been exercised immediately prior to the occurrence of such Organic Change.
 
(e)                                   Notwithstanding Section 3.1(d)  or anything contained in this Warrant Certificate, in the event of any Third Party Cash Sale, the Company shall pay (or cause to be paid) to the Holders, with respect to each unexercised Warrant outstanding immediately prior to the consummation of such Third Party Cash Sale (the “ Third Party Sale Closing ”), cash in an amount equal to the excess, if any, of the Third Party Sale Price over the Exercise Price; provided , however , that no Holder shall be entitled to any payment hereunder with respect to any portion of the Third Party Sale Price that is contingent, deferred or escrowed unless and until such amounts are actually paid to the holders of Common Stock or to the Company or its Subsidiaries, as applicable.  Upon the occurrence of a Third Party Sale Closing, all unexercised Warrants outstanding immediately prior to the Third Party Sale Closing shall automatically be terminated and cancelled and the Company shall thereupon cease to have any further obligations or liability with respect to the Warrants, except as required by this Section 3.1(e) .  For the avoidance of doubt, the Holders shall not be entitled to any payment or consideration with respect to any Third Party Cash Sale with respect to which the Third Party Sale Price is equal to or less than the Exercise Price.
 
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(f)                                    Ordinary Dividends .  The Closing Sale Price of a share of Common Stock as of the Date of Issuance is $21.33 (the “ Initial Per Share Value ”).  In the event that the Exercise Price is adjusted pursuant to Section 3.1(a)  hereof, the Initial Per Share Value shall be similarly adjusted.  To the extent that the adjustment under Section 3.1(b)  with respect to ordinary dividends would reduce the Exercise Price below the Initial Per Share Value, as adjusted from time to time, such adjustment shall not be made unless otherwise permitted under Section 409A of the Code.
 
Section 3.2                                     Notices .  Whenever the number and/or kind of Warrant Exercise Shares or the Exercise Price is adjusted as herein provided, the Company shall prepare and deliver, or cause to be prepared and delivered, forthwith to the Holder a written statement setting forth the adjusted number and/or kind of shares purchasable upon the exercise of the Warrant and the Exercise Price of such shares after such adjustment, the facts requiring such adjustment and the computation by which adjustment was made, and give written notice to the Holder in the manner provided in Section 6.2 below, of the record date or the effective date of the event.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
 
Section 3.3                                     Form of Warrant After Adjustments .  The form of the Warrant Certificate need not be changed because of any adjustments in the Exercise Price or the number or kind of the Common Stock, and Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in Warrants, as initially issued.  The Company, however, may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect the substance of the Warrant Certificate, and any Warrant Certificate thereafter issued, whether in exchange or substitution for an outstanding Warrant Certificate, may be in the form so changed.
 
Section 3.4                                     Deferral or Exclusion of Certain Adjustments.   No adjustment to the Exercise Price or the number of Warrant Exercise Shares shall be required hereunder unless such adjustment together with other adjustments carried forward as provided below, would result in an increase or decrease of at least one percent (1%) of the applicable Exercise Price or the number of Warrant Exercise Shares; provided , that any adjustments which by reason of this Section 3.4 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for a change in the par value of the shares of Common Stock. All calculations under this Section 3.4 shall be made to the nearest one-one thousandth (1/1,000) of one cent ($0.01) or to the nearest one-one thousandth (1/1,000) of a share, as the case may be.
 
ARTICLE IV
 
TRANSFER AND EXCHANGE
OF WARRANTS
 
Section 4.1                                     Transfer of the Warrant .  The Warrant shall only be assignable or transferable by will or by the laws of descent and distribution, subject to any transfer restrictions set forth in the Company’s Articles of Incorporation; provided , that the Holder may transfer all or a portion of the Warrant to (A) the Holder’s spouse, children or grandchildren (“ Immediate
 
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Family Members ”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the Company; provided , however , that no such transfer may be for consideration.
 
Section 4.2                                     Obligations with Respect to Transfers and Exchanges of the Warrant .
 
(a)                                  All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Certificate as the Warrant Certificates surrendered upon such registration of transfer or exchange.
 
(b)                                  No service charge shall be made to the Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Holder in connection with any such exchange or registration of transfer.
 
Section 4.3                                     Registry of Warrants .
 
(a)                                  The Company shall maintain a registry showing the name and address of the Holder as the registered holder of this Warrant Certificate. This Warrant Certificate may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.
 
(b)                                  The Company shall register the transfer of any portion of this Warrant Certificate in the registry upon the Holder’s compliance with this Article IV , provided , that such transfer is made in compliance with the Securities Act and state securities laws.
 
Section 4.4                                     Fractional Warrants .  The Company shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate for a fraction of a Warrant.
 
ARTICLE V
 
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS
 
Section 5.1                                     No Rights or Liability as Stockholder .  Nothing contained in the Warrant shall be construed as conferring upon the Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company.  The consent of any Holder shall not be required with respect to any action or proceeding of the Company and no Holder shall have any right not expressly conferred hereunder. No holder, by reason of the ownership or possession of this Warrant shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Stock prior to, or for which the relevant record date preceded, the date of the exercise of this Warrant.  No provision hereof and no mere enumeration herein of the rights or privileges of the Holder shall give rise to any liability of such holder for the Exercise Price hereunder or as a
 
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stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
 
Section 5.2                                     Notice to Holders.   The Company shall give notice to Holders by regular mail or press release if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur:
 
(a)                                  the payment of any dividend payable in any securities upon shares of Common Stock or the making of any distribution (other than a regular quarterly cash dividend) to all holders of Common Stock;
 
(b)                                  the issuance to all holders of Common Stock of any additional shares of Common Stock or of rights, options or warrants to subscribe for or purchase Common Stock or of any other subscription rights, options or warrants;
 
(c)                                   a Pro Rata Repurchase Offer;
 
(d)                                  a dissolution, liquidation or winding up of the Company;
 
(e)                                   an Organic Change; or
 
(f)                                    the consummation of a Third Party Cash Sale.
 
Such giving of notice shall be initiated at least ten (10) days prior to the date fixed as the record date or the date of closing of the Company’s stock transfer books for the determination of the stockholders entitled to such dividend, distribution or subscription rights, or of the stockholders entitled to vote on such Organic Change, dissolution, liquidation or winding up, or of the proposed date of such Third Party Sale Closing or the proposed effective date of such Pro Rata Repurchase Offer, as applicable.  Such notice shall specify such record date or the date of closing the stock transfer books or proposed effective date, as the case may be.  Failure to provide such notice shall not affect the validity of any action taken in connection with any such dividend, distribution or subscription rights, Pro Rata Repurchase Offer, Third Party Cash Sale, or proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.  For the avoidance of doubt, no such notice shall supersede or limit any adjustment called for by Section 3.1 by reason of any event as to which notice is required by this Section 5.2 .
 
Section 5.3                                     Lost, Stolen, Mutilated or Destroyed Warrant Certificates .  If this Warrant Certificate is lost, stolen, mutilated or destroyed, the Company shall issue and, if provided with all necessary information and documents, deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon receipt of evidence and an affidavit reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant Certificate, and, if requested by either the Company, a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the loss, theft, mutilation or destruction of any such Warrant Certificate or the issuance of such new certificate.  Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations and pay
 
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such other reasonable charges as the Company may prescribe and as required by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York.
 
Section 5.4                                     No Restrictive Legends .  No legend shall be stamped or imprinted on any stock certificate for Common Stock issued upon the exercise of any Warrant and or stock certificate issued upon the direct or indirect transfer of any such Common Stock.
 
Section 5.5                                     Cancellation of the Warrant .  If the Company shall purchase or otherwise acquire the Warrant, this Warrant Certificate shall thereupon be delivered to the Company to be cancelled by it and retired.  The Company shall cancel all Warrant Certificates surrendered, and accepted, for exchange, substitution, transfer or exercise in whole or in part.
 
Section 5.6                                     Reimbursement of Excise Tax .  In the event that the Holder incurs any Excise Tax (as defined in the Holder’s Employment Agreement) on any payments or benefits under this Warrant Certificate, the Company shall gross-up the Holder the amount of such Excise Tax incurred in accordance with the provisions of Section 7(b) of the Employment Agreement (such provisions to apply irrespective of whether the Employment Agreement or its Term continues in effect at the time of such Excise Tax) and such Section 7(b) of the Employment Agreement relating to the Gross-Up Payment (as defined in the Employment Agreement) shall be incorporated with full effect into this Agreement, provided , that any reference to “you” and to “this Agreement” in such Section 7(b) shall be deemed to refer to the Holder and this Warrant Certificate, respectively.
 
ARTICLE VI
 
MISCELLANEOUS PROVISIONS
 
Section 6.1                                     Binding Effects; Benefits .  This Warrant Certificate shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns.  Nothing in this Warrant Certificate, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant Certificate.
 
Section 6.2                                     Notices .  Unless a provision herein permits notice by way of a press release, any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail (return receipt requested, postage prepaid), by private national courier service, by personal delivery or by facsimile transmission.  Such notice or communication shall be deemed given (i) if mailed, two (2) days after the date of mailing, (ii) if sent by national courier service, one Business Day after being sent, (iii) if delivered personally, when so delivered, or (iv) if sent by facsimile transmission, on the Business Day after such facsimile is transmitted, in each case as follows:
 
if to the Company, to:
 
Genco Shipping & Trading Limited
299 Park Avenue
New York, New York 10171
 
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Facsimile: (646) 443-8551
Attention: John C. Wobensmith
 
with copies (which shall not constitute notice) to:
 
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Facsimile: (212) 715-8100
Attention: Thomas E. Molner
 
if to Holder, at its address or facsimile number as appears on the books of the Company maintained for such purpose or as specified in a notice given in accordance with this Section 6.2 .
 
Section 6.3                                     Persons Having Rights under this Warrant Certificate .  Nothing in this Warrant Certificate expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holder, any right, remedy, or claim under or by reason of this Warrant Certificate or of any covenant, condition, stipulation, promise, or agreement hereof.  All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Certificate shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns and the Holder.
 
Section 6.4                                     Counterparts .  This Warrant Certificate may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
 
Section 6.5                                     Effect of Headings .  The section headings herein are for convenience only and are not part of this Warrant Certificate and shall not affect the interpretation hereof.
 
Section 6.6                                     Amendments .
 
(a)                                  Subject to Section 6.6(b)  below, this agreement may not be amended except in writing signed by both parties hereto.
 
(b)                                  The Company may from time to time supplement or amend this Warrant Certificate or the Warrant:
 
(i)                                      without the approval of the Holder in order to cure any ambiguity, manifest error or other mistake in this Warrant Certificate or the Warrant, or to correct or supplement any provision contained herein or in the Warrant that may be defective or inconsistent with any other provision herein or in the Warrant, or to make any other provisions in regard to matters or questions arising hereunder that the Company may deem necessary or desirable and that shall not adversely affect, alter or change the interests of the Holder in any material respect, or
 
17 

 
(ii)                                   with the prior written consent of the Holder.
 
(c)                                   Any amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 6.6 will be binding upon the Holder and upon each future Holder and the Company.  In the event of any amendment, modification or waiver, the Company will give prompt notice thereof to the Holder and, if appropriate, notation thereof will be made on all Warrant Certificates thereafter surrendered for registration of transfer or exchange. Any failure of the Company to give such notice or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.
 
Section 6.7                                     No Inconsistent Agreements; No Impairment .  The Company shall not, on or after the date hereof, enter into any agreement with respect to its securities which conflicts with the rights granted to the Holder in the Warrant or the provisions hereof.  The Company represents and warrants to the Holder that the rights granted hereunder do not in any way conflict with the rights granted to holders of the Company’s securities under any other agreements.  The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Warrant and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Holder against impairment.
 
Section 6.8                                     Integration/Entire Agreement .  This Warrant Certificate is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Company and the Holder in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Warrant.  This Warrant Certificate and the Warrant supersede all prior agreements and understandings between the parties with respect to such subject matter.
 
Section 6.9                                     Governing Law, Etc .  This Warrant Certificate and each Warrant issued hereunder shall be deemed to be a contract made under the Laws of the State of New York and for all purposes shall be governed by and construed in accordance with the Laws of such State.  Each party hereto consents and submits to the jurisdiction of the courts of the State of New York and of the federal courts of the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Warrant Certificate or the transactions contemplated hereby.  In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 6.2 hereof.  Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.
 
Section 6.10                              Termination .  This Warrant Certificate will terminate on the earlier of (i) such date when the Warrant has been exercised with respect to all shares subject thereto, or (ii)
 
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the expiration of the Exercise Period.  The provisions of this Article VI shall survive such termination.
 
Section 6.11                              Waiver of Trial by Jury .  Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Warrant Certificate and the transactions contemplated hereby.
 
Section 6.12                              Remedies .  The Company hereby agrees that, in the event that the Company violates any provisions of a Warrant (including the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at law available to the Holder may be inadequate.  In such event, the Holder shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Warrant Certificate.
 
Section 6.13                              Severability .  In the event that any one or more of the provisions contained in this Warrant Certificate, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby.
 
[ Signature Page Follows ]
 
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed by a duly authorized officer as of the day and year first above written.

 	GENCO SHIPPING & TRADING LIMITED	

 	By:	/s/ Robert Gerald Buchanan	
 	 	Name:	Robert Gerald Buchanan	
 	 	Title:	President	
 
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EXHIBIT A
 
EXERCISE FORM FOR HOLDER
(To be executed upon exercise of Warrant)
 
The undersigned, being the holder of the Warrant Certificate issued by Genco Shipping & Trading Limited identified below, hereby irrevocably elects to exercise the right to purchase the number of shares of Common Stock indicated below pursuant to the net issuance exercise provisions of Section 2.4(a)  of the Warrant Certificate.

Warrant Certificate Number	 	 	
 	 	 	
Number of Shares of Common Stock	 	 	
 	 	(Total number of shares of Common Stock for which the Warrant is being exercised, before withholding for the Exercise Price. Not to exceed the number of shares of Common Stock for which such Warrant is exercisable in the aggregate.)	

 	Signature of Holder:	 	
 	 	 	
 	By:	 	
 	 	 	
 	Name:	 	
 	 	 	
 	Title:	 	
 	 	 	
 	Date:	 	

Exhibit 10.12
 
THIS WARRANT CERTIFICATE WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON AUGUST 7, 2020
 
WARRANT TO PURCHASE
 
493,402 SHARES OF COMMON STOCK OF
 
GENCO SHIPPING & TRADING LIMITED
 
PURSUANT TO THE GENCO SHIPPING & TRADING LIMITED 2014 MANAGEMENT INCENTIVE PLAN
 
ISSUE DATE:   August 7, 2014
 
No. W-5
 
This certifies that, for value received, John C. Wobensmith (the “ Holder ”), is entitled to purchase from Genco Shipping & Trading Limited, a Marshall Islands corporation (the “ Company ”), subject to the terms and conditions hereof and the Plan, at any time before 5:00 p.m., New York time, on August 7, 2020, the number of fully paid and non-assessable shares of common stock of the reorganized Company authorized and issued pursuant to the Prepack Plan and the articles of incorporation of the reorganized Company (“ Common Stock ”) set forth above at the Exercise Price (as defined herein).  The Exercise Price and the number and kind of shares purchasable hereunder are subject to adjustment from time to time as provided in Article III of this Warrant Certificate.  The initial Exercise Price shall be $28.73.  In the event of any conflict between the terms hereof and the Plan, the terms of the Plan shall control.
 
ARTICLE I
 
DEFINITIONS
 
Section 1.1                                     Definition of Terms .  As used in this Warrant Certificate, the following capitalized terms shall have the following respective meanings:
 
(a)                                  “ Affiliate ” has the meaning set forth in Rule 12b-2 of the Exchange Act.
 
(b)                                  “ Business Day ” means any day on which commercial banks are not authorized or permitted to close in the City of New York, Borough of Manhattan.
 
(c)                                   “ Closing Sale Price ” of the Common Stock on any date of determination means:
 
(i)                                      if the Common Stock is listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale price per share of the Common Stock (or if no closing sale price is reported, the average of the closing bid and closing ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten (10) consecutive trading days immediately prior to such

 
date of determination, as reported by the New York Stock Exchange or The NASDAQ Stock Market, as applicable;
 
(ii)                                   if the Common Stock is not listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale price per share of the Common Stock (or if no closing sale price is reported, the average of the high bid and low asked prices or, if more than one in either case, the average of the average high bid and low asked prices) for the ten (10) consecutive trading days immediately prior to such date of determination, as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded;
 
(iii)                                if the Common Stock is not listed on a U.S. national or regional securities exchange, the average last quoted sale price for the Common Stock (or, if no sale price is reported, the average of the high bid and low asked price for such date) for the ten (10) consecutive trading days immediately prior to such date of determination, in the over-the-counter market as reported by OTC Markets Group Inc. or other similar organization; or
 
(iv)                               in all other cases, as determined in good faith by the Board of Directors of the Company (“ Board of Directors ”).
 
The Closing Sale Price shall be determined without reference to early hours, after hours or extended market trading.
 
The Closing Sale Price shall be appropriately adjusted by the Company in good faith if the “ex date” (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) occurs during the ten (10) consecutive trading days immediately prior to the day as of which “Current Sale Price” is being determined.
 
For these purposes the term “ex date”, when used:
 
(i)                                      with respect to any issuance or distribution, means the first (1st) date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Price was obtained without the right to receive such issuance or distribution;
 
(ii)                                   with respect to any subdivision or combination of shares of Common Stock, means the first (1st) date on which the Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective; and
 
(iii)                                with respect to any tender or exchange offer, means the first (1st) date on which the Common Stock trades regular way on such exchange or in such market after the expiration time of such offer.
 
Whenever such adjustments shall be made to the Current Sale Price as may be necessary or appropriate to effectuate the intent of this Warrant and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.
 
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(d)                                  “ Common Stock ” has the meaning set forth in the preamble, and shall include any successor security as a result of any recapitalization, reorganization, reclassification or similar transaction involving the Company.
 
(e)                                   “ Company ” has the meaning set forth in the preamble.
 
(f)                                    “ Date of Issuance ” means August 7, 2014.
 
(g)                                   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
 
(h)                                  “ Exercise Date ” means any date, on or prior to the expiration of the Exercise Period, on which the Holder exercises the right to purchase the Warrant Exercise Shares, in whole or in part, pursuant to and in accordance with the terms and conditions described herein.
 
(i)                                      “ Exercise Form ” has the meaning set forth in Section 2.4(b)  hereof.
 
(j)                                     “ Exercise Period ” has the meaning set forth in Section 2.2(c)  hereof.
 
(k)                                  “ Exercise Price ” has the meaning set forth in Section 2.1(a)  hereof.
 
(l)                                      “ Fully Diluted ” means all Common Stock outstanding as of the applicable measurement date together with all Common Stock then issuable upon (i) the conversion of convertible securities of the Company at the then applicable conversion rate, and (ii) the exercise of any options or warrants then exercisable for Common Stock; provided , that, for purposes of clauses (i) and (ii), all conditions to the convertibility and/or exercisability of convertible securities, options and warrants of the Company, shall be deemed to have been satisfied.
 
(m)                              “ Governmental Authority ” means any (i) government, (ii) governmental or quasi- governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.
 
(n)                                  “ Holder ” has the meaning set forth in the preamble.
 
(o)                                  “ Immediate Family Members ”  has the meaning set forth in Section 4.1 hereof.
 
(p)                                  “ Initial Per Share Value ” has the meaning set forth in Section 3.1(f)  hereof.
 
(q)                                  “ Law ” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, the Republic of the Marshall
 
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Islands, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.
 
(r)                                     “ Organic Change ” means any recapitalization, reorganization, reclassification, consolidation, merger, sale of a majority of the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) cash, stock, securities or other assets or property with respect to or in exchange for Common Stock, other than a transaction which triggers an adjustment pursuant to Sections 3.1(a) , (b)  or (c) .
 
(s)                                    “ Person ” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity (as such term is defined in the Bankruptcy Code).
 
(t)                                     “ Plan ” means the 2014 Management Incentive Plan of the Company, as amended from time to time.
 
(u)                                  “ Prepack Plan ” means the “Prepackaged Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code,” dated April 16, 2014 (as such plan may be modified, amended or supplemented from time to time).
 
(v)                                  “ Pro Rata Portion of the Warrant ” has the meaning set forth in Section 2.3(b)(i) .
 
(w)                                “ Pro Rata Repurchase Offer ” means any offer to purchase shares of Common Stock by the Company or any Affiliate thereof pursuant to (i) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other offer available to substantially all holders of Common Stock to purchase or exchange their shares of Common Stock, in the case of both (i) or (ii), whether for cash, shares of capital stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of capital stock, other securities or evidences of indebtedness of a Subsidiary), or any combination thereof, effected while the Warrant is outstanding.  The “effective date” of a Pro Rata Repurchase Offer shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase Offer or the date of purchase with respect to any Pro Rata Repurchase Offer that is not a tender or exchange offer.
 
(x)                                  “ Securities Act ” means the Securities Act of 1933, as amended.
 
(y)                                  “ Service ” means a continuous time period during which the Holder is at least one of the following:  an employee or a director of, or a consultant to, the Company.
 
(z)                                   “ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or
 
4 

 
indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company or other business entity (other than a corporation), a majority of the partnership, limited liability company or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company or other business entity gains or losses or shall be or control the general partner, the managing member or entity performing similar functions of such partnership, limited liability company or other business entity.
 
(aa)                           “ Third Party Cash Sale ” means in any such case with a purchaser that is not an Affiliate of the Company: (i) any merger, consolidation, or other similar transaction or series of transactions to which the Company is a party and pursuant to which the Company is not the surviving Person in such transaction and the consideration received by the Company’s shareholders (directly or indirectly) consists solely of cash or (ii) the sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole and the consideration received by the Company’s shareholders (directly or indirectly) consists solely of cash.
 
(bb)                           “ Third Party Sale Price ” means, with respect to any Third Party Cash Sale, the quotient of (x) the aggregate cash consideration received by the shareholders (directly or indirectly) in connection with the applicable Third Party Cash Sale, divided by (y) the number of Fully Diluted Shares of Common Stock outstanding immediately before the Third Party Sale Closing.
 
(cc)                             “ Warrant Exercise Shares ” means the shares of Common Stock issued upon the applicable exercise of a Warrant.
 
Section 1.2                                     Rules of Construction .
 
(a)                                              The singular form of any word used herein, including the terms defined in Section 1.1 hereof, shall include the plural, and vice versa.  The use herein of a word of any gender shall include correlative words of all genders.
 
(b)                                              Unless otherwise specified, references to Articles, Sections and other subdivisions of this Warrant are to the designated Articles, Sections and other subdivision of this Warrant as originally executed.  The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Warrant as a whole.
 
(c)                                               References to “$” are to dollars in lawful currency of the United States of America.
 
(d)                                              The Exhibits attached hereto are an integral part of this Warrant.
 
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ARTICLE II
 
TERMS AND EXERCISE OF WARRANT
 
Section 2.1                                     Exercise Price .  Each Warrant shall entitle the Holder to, subject to the provisions of the Plan and of this Warrant Certificate, the right to purchase from the Company the number of shares of Common Stock, at the price of $28.73 per share (as the same may be hereafter adjusted in accordance herewith, the “ Exercise Price ”), specified on the first page of this Warrant Certificate.
 
Section 2.2                                     Exercise Period .  Subject to the further provisions of this Warrant Certificate, the Warrant shall be exercisable as follows:
 
(a)                                  Subject to Section 2.2(b) , the Warrant shall become exercisable with respect to a number of whole shares equal to one-third (1/3) of the shares subject to the Warrant on each of the first three (3) anniversaries of the Date of Issuance (rounding down to the nearest whole share on each of the first two (2) anniversaries and rounding up on the third (3rd) anniversary).  Each such anniversary is referred to as a “ Vesting Date .”
 
(b)                                  In the event of a Change in Control of the Company, as defined in the Plan, the Warrant shall become exercisable in full on the effective date of the Change in Control.
 
(c)                                   The Warrant may be exercised by the Holder thereof, in whole or in part (but not as to a fractional share of Common Stock), at any time and from time to time after the Warrant becomes exercisable in accordance with Sections 2.2(a)  and 2.2(b)  hereof and prior to 5:00 P.M., New York time on the sixth (6th) anniversary hereof, unless terminated earlier pursuant to this Warrant Certificate or the Plan (the “ Exercise Period ”).  To the extent that the Warrant or portion thereof is not exercised prior to the expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights thereunder, upon such expiration.
 
Section 2.3                                     Termination of Service
 
(a)                                  If the Holder’s Service is terminated for cause, as defined in the Plan, or if the Holder resigns without Good Reason (as defined in the Holder’s Employment Agreement with the Company dated as of September 21, 2007, as amended (the “ Employment Agreement ”), the Warrant, to the extent not theretofore exercised, shall terminate upon the commencement of business on the date of the Holder’s termination of Service.
 
(b)                                  If the Holder’s Service is terminated by the Company without cause, as defined in the Plan, or by the Holder for Good Reason, then the Warrant shall fully vest and become immediately exercisable as of the date of such termination of Service and shall remain exercisable until the expiration of the Exercise Period.
 
(c)                                   If the Holder’s Service is terminated due to the Holder’s death or disability (as defined below), then the Pro Rata Portion of the Warrant (as defined below) shall become exercisable as of such date in addition to the portion of the Warrant which is already exercisable as of such date.  The Warrant, to the extent exercisable as of the date of termination (including,
 
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but not limited to, the Pro Rata Portion of the Warrant), shall remain exercisable until the one year anniversary of such termination (but in no event beyond the expiration of the Exercise Period), and the Warrant, to the extent not exercisable as of the date of termination, shall expire as of the date of termination.  For the purposes of this Section 2.3(c) :
 
(i)                                      The “ Pro Rata Portion of the Warrant ” shall mean that number of shares with respect to which the Warrant that would become exercisable on the next Vesting Date multiplied by a fraction, the denominator of which is twelve (12) and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Date of Issuance, if there is no preceding Vesting Date) and the date of termination of Service.
 
(ii)                                   “ Disability ” shall mean any physical or mental condition that would qualify the Holder for a disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a physical or mental condition that prevents the Holder from performing the essential functions of the Holder’s position (with or without reasonable accommodation) for a period of six (6) consecutive months.  The existence of a disability shall be determined by the Company.
 
(d)                                  If the Holder’s Service is terminated other than as set forth above, the Holder may exercise the Warrant (i) only to the extent that the Holder was entitled to exercise the Warrant on the termination of Service date; and (ii) exercise must occur within three (3) months after termination of Service but in no event after the original expiration date of the Warrant.
 
Section 2.4                                     Method of Exercise .
 
(a)                                  In connection with the exercise of the Warrant, the Exercise Price shall be paid as provided in this Section 2.4(a) .  In connection with the exercise of the Warrant, the Holder of such Warrant shall exchange the Common Stock purchase rights represented thereby by surrendering such Warrant to the Company, together with a written notice to the Company that the Holder is exchanging the Warrant (or a portion thereof) for the number of Warrant Exercise Shares being exercised, up to the aggregate number of Warrant Exercise Shares for which this Warrant Certificate is exercisable, specified in the notice, from which the Company shall withhold and not issue to such Holder, in payment of the Exercise Price thereof, a number of such Warrant Exercise Shares equal to (x) the number of Warrant Exercise Shares for which the Warrant is being exercised, multiplied by (y) the Exercise Price, and divided by (z) the Closing Sale Price on the Exercise Date (and such withheld shares shall no longer be issuable under the Warrant, and the Holder shall not have any rights or be entitled to any payment with respect to such withheld shares); provided , however , that the shares withheld, when valued based on the fair market value determined under Treasury Regulation 1.409A-1(b)(5)(iv)(A), shall have a value not less than the aggregate Exercise Price.  The issuance of any shares shall be subject to Section 3.6 of the Plan with respect to withholding of taxes and the Company may appropriately reduce the number of Warrant Exercise Shares in order to satisfy any withholding obligation.
 
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(b)                                  Subject to the terms and conditions of the Plan and this Warrant Certificate, the Holder of a Warrant may exercise, in whole or in part, such Holder’s right to purchase the Warrant Exercise Shares issuable upon exercise of such Warrant, by providing an exercise form for the election to exercise such Warrant (“ Exercise Form ”) substantially in the form of Exhibit A hereto, properly completed and duly executed by the Holder thereof to the Company.
 
(c)                                   Any exercise of the Warrant pursuant to the terms of this Warrant Certificate shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.
 
(d)                                  Upon receipt of an Exercise Form pursuant to Section 2.4(a) , the Company shall:
 
(i)                                      examine such Exercise Form and all other documents delivered to it by or on behalf of Holder as contemplated hereunder to ascertain whether or not, on its face, such Exercise Form and any such other documents have been executed and completed in accordance with their terms and the terms hereof; and
 
(ii)                                   if an Exercise Form or other document appears, on its face, to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled.
 
(e)                                   The Company reserves the right to reasonably reject any and all Exercise Forms that it determines, in its sole discretion, are not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful.  Any such determination by the Company shall be final and binding on the Holder, absent manifest error.  Moreover, the Company reserves the absolute right to waive any of the conditions to any particular exercise of Warrant or any defects in the Exercise Form(s) with regard to any particular exercise of the Warrant.  The Company shall not be under any duty to give notice to the Holder of any irregularities in any exercise of the Warrant, nor shall it incur any liability for the failure to give such notice.
 
Section 2.5                                     Issuance of Common Stock .
 
(a)                                  Upon exercise of the Warrant pursuant to Section 2.4 , the Company shall promptly at its expense, and in no event later than five (5) Business Days thereafter, cause to be issued to the Holder of the Warrant the total number of whole shares of Common Stock for which the Warrant is being exercised, subject to Section 2.4(a)  (as the same may be hereafter adjusted pursuant to Article III ) in such denominations as are requested by the Holder.
 
(b)                                  Notwithstanding the five (5) Business Day period described in Section 2.5(a) , the Warrant Exercise Shares shall be deemed to have been issued to the Holder at the time at which all of the conditions to such exercise have been fulfilled, and the Holder shall be deemed for all purposes to have become the holder of such Warrant Exercise Shares at such time.
 
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(c)                                   If less than all of the shares evidenced by the Warrant Certificate are exercised at any time prior to the termination of the Exercise Period, a new Warrant Certificate or Warrant Certificates shall be issued for the remaining number of shares evidenced by the Warrant Certificate.
 
Section 2.6                                     Reservation of Shares .   The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrant, a number of shares of Common Stock equal to the aggregate Warrant Exercise Shares issuable upon the exercise of the Warrant.  The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violating the Company’s governing documents or any requirements of any national securities exchange upon which shares of Common Stock may be listed.  The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrant.
 
Section 2.7                                     Fractional Shares .  Notwithstanding any provision to the contrary contained in this Warrant Certificate, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of the Warrant, and in any case where the Holder would, except for the provisions of this Section 2.7 , be entitled under the terms of the Warrant to receive a fraction of a share upon the exercise of the Warrant, the Company shall, upon the exercise of the Warrant, issue or cause to be issued only the largest whole number of Warrant Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and the Holder shall not have any rights to be entitled to any payment with respect to such fraction of a share); provided , that if more than one Warrant is presented for exercise at the same time by the same Holder, the number of whole Warrant Exercise Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Exercise Shares issuable upon exercise of all such Warrants.
 
Section 2.8                                     Public Offering .  Notwithstanding any other provision hereof, if an exercise of any portion of a Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of such Warrant may, at the election of the holder thereof, be conditioned upon the consummation of such registered public offering or sale of the Company, in which case such exercise shall be deemed to be effective concurrently with the consummation of such transaction.
 
Section 2.9                                     Close of Books; Par Value .  The Company shall not close its books against the transfer of any Warrant or any Warrant Exercise Shares in any manner which interferes with the timely exercise of such Warrant.  The Company shall use commercially reasonable efforts to, from time to time, take all such action as may be necessary to assure that the par value per share of the unissued shares of Common Stock acquirable upon exercise of each Warrant is at all times equal to or less than the Exercise Price then in effect.
 
Section 2.10                              Payment of Taxes .   The Company shall not be required to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of any shares of Common Stock (including certificates therefor) or payment of cash or other property to any recipient other than the Holder of the Warrant surrendered upon the exercise of a Warrant, and in
 
9 

 
case of such transfer or payment, the Company shall not be required to issue or deliver any shares or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.
 
ARTICLE III
 
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF
WARRANT EXERCISE SHARES
 
In order to prevent dilution of the rights granted under each Warrant, the Exercise Price shall be subject to adjustment from time to time as provided in this Article III , and the number of shares of Common Stock obtainable upon exercise of each Warrant shall be subject to adjustment from time to time as provided in this Article III ; provided , however , that no such adjustment shall be made to the extent that it would cause the Warrant to be subject to tax under Section 409A of the Internal Revenue Code of 1986, as amended.
 
Section 3.1                                     Adjustments .
 
(a)                                  Subdivision or Combination of Common Stock .  If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period subdivides (by any stock split, stock dividend or reclassification) the Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of Warrant Exercise Shares issuable upon exercise of the Warrant shall be proportionately increased.  If the Company at any time prior to the expiration of the Exercise Period combines (by reverse stock split, or reclassification) the Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately increased and the number of Warrant Exercise Shares issuable upon exercise of the Warrant shall be proportionately decreased. Any adjustment under this Section 3.1(a)  shall become effective immediately upon the effectiveness of such subdivision or combination.
 
(b)                                  Distributions . If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period fixes a record date for the making of a distribution to all holders of shares of the Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding dividends or distributions referred to in Section 3.1(a) ), then, in each such case, the Exercise Price in effect prior to such record date shall be adjusted thereafter to the price determined by the following formula:
 
EP 1  = EP 0  x (CP 0 - FV)/CP 0
 
where

EP 1	 	=	 	the Exercise Price in effect immediately following the application of the adjustments in this Section 3.1(b) ;	
 	 	 	 	 	
EP 0	 	=	 	the Exercise Price in effect immediately prior to the application	
 
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 	 	 	 	of the adjustments in this Section 3.1(b) ;	
 	 	 	 	 	
CP 0	 	=	 	the Closing Sale Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution; and	
 	 	 	 	 	
FV	 	=	 	the amount of cash and/or the fair market value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock, as determined by the Board of Directors, acting in good faith.	
 
Such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Exercise Shares issuable upon the exercise of the Warrant represented by this Warrant Certificate shall be increased to the number obtained by dividing (x) the product of (1) t he number of Warrant Exercise Shares issuable upon the exercise of the Warrant represented by this Warrant Certificate before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment.
 
In the event that such distribution is not so made, the Exercise Price and the number of Warrant Exercise Shares issuable upon exercise of the Warrant then in effect shall be readjusted, effective as of the d ate when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Exercise Shares that would then be issuable upon exercise of the Warrant if such record date had not been fixed.
 
(c)                                   Pro Rata Repurchase Offer of Common Stock .  If at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula:
 
EP 1  = EP 0  x  (OS 0 x CP 0 ) – AP 
                        (OS 0 – SP) x CP 0
 
where

EP 1	 	=	 	the Exercise Price in effect immediately following the application of the adjustments in this Section 3.1(c)  (but in no event greater than EP 0 );	
 	 	 	 	 	
EP 0	 	=	 	the Exercise Price in effect immediately prior to the application of the adjustments in this Section 3.1(c) ;	
 	 	 	 	 	
OS 0	 	=	 	the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer;	
 	 	 	 	 	
CP 0	 	=	 	the Closing Sale Price of a share of Common Stock on the	
 
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 	 	 	 	trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer;	
 	 	 	 	 	
AP	 	=	 	the aggregate purchase price (including the fair market value, as determined in good faith by the Board of Directors, of any non-cash consideration included therein) paid for the shares of Common Stock repurchased in the Pro Rata Repurchase Offer; and	
 	 	 	 	 	
SP	 	=	 	the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer.	
 
In such event, the Warrant Exercise Shares issuable upon the exercise of the Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of the Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrant shall be made pursuant to this Section 3.1(c) .
 
(d)                                  Reorganization, Reclassification, Consolidation, Merger or Sale .  In connection with any Organic Change prior to the expiration of the Exercise Period, the Company shall make appropriate provision to ensure that the Holder of the Warrant shall have the right to acquire and receive, upon exercise of such Warrant, such cash, stock, securities or other assets or property as would have been issued or payable in such Organic Change (if the holder had exercised such Warrant immediately prior to such Organic Change) with respect to or in exchange, as applicable, for the number of Warrant Exercise Shares that would have been issued upon exercise of such Warrant, if such Warrant had been exercised immediately prior to the occurrence of such Organic Change.
 
(e)                                   Notwithstanding Section 3.1(d)  or anything contained in this Warrant Certificate, in the event of any Third Party Cash Sale, the Company shall pay (or cause to be paid) to the Holders, with respect to each unexercised Warrant outstanding immediately prior to the consummation of such Third Party Cash Sale (the “ Third Party Sale Closing ”), cash in an amount equal to the excess, if any, of the Third Party Sale Price over the Exercise Price; provided , however , that no Holder shall be entitled to any payment hereunder with respect to any portion of the Third Party Sale Price that is contingent, deferred or escrowed unless and until such amounts are actually paid to the holders of Common Stock or to the Company or its Subsidiaries, as applicable.  Upon the occurrence of a Third Party Sale Closing, all unexercised Warrants outstanding immediately prior to the Third Party Sale Closing shall automatically be terminated and cancelled and the Company shall thereupon cease to have any further obligations or liability with respect to the Warrants, except as required by this Section 3.1(e) .  For the avoidance of doubt, the Holders shall not be entitled to any payment or consideration with respect to any Third Party Cash Sale with respect to which the Third Party Sale Price is equal to or less than the Exercise Price.
 
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(f)                                    Ordinary Dividends .  The Closing Sale Price of a share of Common Stock as of the Date of Issuance is $21.33 (the “ Initial Per Share Value ”).  In the event that the Exercise Price is adjusted pursuant to Section 3.1(a)  hereof, the Initial Per Share Value shall be similarly adjusted.  To the extent that the adjustment under Section 3.1(b)  with respect to ordinary dividends would reduce the Exercise Price below the Initial Per Share Value, as adjusted from time to time, such adjustment shall not be made unless otherwise permitted under Section 409A of the Code.
 
Section 3.2                                     Notices .  Whenever the number and/or kind of Warrant Exercise Shares or the Exercise Price is adjusted as herein provided, the Company shall prepare and deliver, or cause to be prepared and delivered, forthwith to the Holder a written statement setting forth the adjusted number and/or kind of shares purchasable upon the exercise of the Warrant and the Exercise Price of such shares after such adjustment, the facts requiring such adjustment and the computation by which adjustment was made, and give written notice to the Holder in the manner provided in Section 6.2 below, of the record date or the effective date of the event.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
 
Section 3.3                                     Form of Warrant After Adjustments .  The form of the Warrant Certificate need not be changed because of any adjustments in the Exercise Price or the number or kind of the Common Stock, and Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in Warrants, as initially issued.  The Company, however, may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect the substance of the Warrant Certificate, and any Warrant Certificate thereafter issued, whether in exchange or substitution for an outstanding Warrant Certificate, may be in the form so changed.
 
Section 3.4                                     Deferral or Exclusion of Certain Adjustments.   No adjustment to the Exercise Price or the number of Warrant Exercise Shares shall be required hereunder unless such adjustment together with other adjustments carried forward as provided below, would result in an increase or decrease of at least one percent (1%) of the applicable Exercise Price or the number of Warrant Exercise Shares; provided , that any adjustments which by reason of this Section 3.4 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for a change in the par value of the shares of Common Stock. All calculations under this Section 3.4 shall be made to the nearest one-one thousandth (1/1,000) of one cent ($0.01) or to the nearest one-one thousandth (1/1,000) of a share, as the case may be.
 
ARTICLE IV
 
TRANSFER AND EXCHANGE
OF WARRANTS
 
Section 4.1                                     Transfer of the Warrant .  The Warrant shall only be assignable or transferable by will or by the laws of descent and distribution, subject to any transfer restrictions set forth in the Company’s Articles of Incorporation; provided , that the Holder may transfer all or a portion of the Warrant to (A) the Holder’s spouse, children or grandchildren (“ Immediate
 
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Family Members ”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the Company; provided , however , that no such transfer may be for consideration.
 
Section 4.2                                     Obligations with Respect to Transfers and Exchanges of the Warrant .
 
(a)                                  All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Certificate as the Warrant Certificates surrendered upon such registration of transfer or exchange.
 
(b)                                  No service charge shall be made to the Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Holder in connection with any such exchange or registration of transfer.
 
Section 4.3                                     Registry of Warrants .
 
(a)                                  The Company shall maintain a registry showing the name and address of the Holder as the registered holder of this Warrant Certificate. This Warrant Certificate may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.
 
(b)                                  The Company shall register the transfer of any portion of this Warrant Certificate in the registry upon the Holder’s compliance with this Article IV , provided , that such transfer is made in compliance with the Securities Act and state securities laws.
 
Section 4.4                                     Fractional Warrants .  The Company shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate for a fraction of a Warrant.
 
ARTICLE V
 
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS
 
Section 5.1                                     No Rights or Liability as Stockholder .  Nothing contained in the Warrant shall be construed as conferring upon the Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company.  The consent of any Holder shall not be required with respect to any action or proceeding of the Company and no Holder shall have any right not expressly conferred hereunder. No holder, by reason of the ownership or possession of this Warrant shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Stock prior to, or for which the relevant record date preceded, the date of the exercise of this Warrant.  No provision hereof and no mere enumeration herein of the rights or privileges of the Holder shall give rise to any liability of such holder for the Exercise Price hereunder or as a
 
14 

 
stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
 
Section 5.2                                     Notice to Holders.   The Company shall give notice to Holders by regular mail or press release if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur:
 
(a)                                  the payment of any dividend payable in any securities upon shares of Common Stock or the making of any distribution (other than a regular quarterly cash dividend) to all holders of Common Stock;
 
(b)                                  the issuance to all holders of Common Stock of any additional shares of Common Stock or of rights, options or warrants to subscribe for or purchase Common Stock or of any other subscription rights, options or warrants;
 
(c)                                   a Pro Rata Repurchase Offer;
 
(d)                                  a dissolution, liquidation or winding up of the Company;
 
(e)                                   an Organic Change; or
 
(f)                                    the consummation of a Third Party Cash Sale.
 
Such giving of notice shall be initiated at least ten (10) days prior to the date fixed as the record date or the date of closing of the Company’s stock transfer books for the determination of the stockholders entitled to such dividend, distribution or subscription rights, or of the stockholders entitled to vote on such Organic Change, dissolution, liquidation or winding up, or of the proposed date of such Third Party Sale Closing or the proposed effective date of such Pro Rata Repurchase Offer, as applicable.  Such notice shall specify such record date or the date of closing the stock transfer books or proposed effective date, as the case may be.  Failure to provide such notice shall not affect the validity of any action taken in connection with any such dividend, distribution or subscription rights, Pro Rata Repurchase Offer, Third Party Cash Sale, or proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.  For the avoidance of doubt, no such notice shall supersede or limit any adjustment called for by Section 3.1 by reason of any event as to which notice is required by this Section 5.2 .
 
Section 5.3                                     Lost, Stolen, Mutilated or Destroyed Warrant Certificates .  If this Warrant Certificate is lost, stolen, mutilated or destroyed, the Company shall issue and, if provided with all necessary information and documents, deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon receipt of evidence and an affidavit reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant Certificate, and, if requested by either the Company, a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the loss, theft, mutilation or destruction of any such Warrant Certificate or the issuance of such new certificate.  Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations and pay
 
15 

 
such other reasonable charges as the Company may prescribe and as required by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York.
 
Section 5.4                                     No Restrictive Legends .  No legend shall be stamped or imprinted on any stock certificate for Common Stock issued upon the exercise of any Warrant and or stock certificate issued upon the direct or indirect transfer of any such Common Stock.
 
Section 5.5                                     Cancellation of the Warrant .  If the Company shall purchase or otherwise acquire the Warrant, this Warrant Certificate shall thereupon be delivered to the Company to be cancelled by it and retired.  The Company shall cancel all Warrant Certificates surrendered, and accepted, for exchange, substitution, transfer or exercise in whole or in part.
 
Section 5.6                                     Reimbursement of Excise Tax .  In the event that the Holder incurs any Excise Tax (as defined in the Holder’s Employment Agreement) on any payments or benefits under this Warrant Certificate, the Company shall gross-up the Holder the amount of such Excise Tax incurred in accordance with the provisions of Section 7(b) of the Employment Agreement (such provisions to apply irrespective of whether the Employment Agreement or its Term continues in effect at the time of such Excise Tax) and such Section 7(b) of the Employment Agreement relating to the Gross-Up Payment (as defined in the Employment Agreement) shall be incorporated with full effect into this Agreement, provided , that any reference to “you” and to “this Agreement” in such Section 7(b) shall be deemed to refer to the Holder and this Warrant Certificate, respectively.
 
ARTICLE VI
 
MISCELLANEOUS PROVISIONS
 
Section 6.1                                     Binding Effects; Benefits .  This Warrant Certificate shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns.  Nothing in this Warrant Certificate, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant Certificate.
 
Section 6.2                                     Notices .  Unless a provision herein permits notice by way of a press release, any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail (return receipt requested, postage prepaid), by private national courier service, by personal delivery or by facsimile transmission.  Such notice or communication shall be deemed given (i) if mailed, two (2) days after the date of mailing, (ii) if sent by national courier service, one Business Day after being sent, (iii) if delivered personally, when so delivered, or (iv) if sent by facsimile transmission, on the Business Day after such facsimile is transmitted, in each case as follows:
 
if to the Company, to:
 
Genco Shipping & Trading Limited
299 Park Avenue
New York, New York 10171
 
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Facsimile: (646) 443-8551
Attention: John C. Wobensmith
 
with copies (which shall not constitute notice) to:
 
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Facsimile: (212) 715-8100
Attention: Thomas E. Molner
 
if to Holder, at its address or facsimile number as appears on the books of the Company maintained for such purpose or as specified in a notice given in accordance with this Section 6.2 .
 
Section 6.3                                     Persons Having Rights under this Warrant Certificate .  Nothing in this Warrant Certificate expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holder, any right, remedy, or claim under or by reason of this Warrant Certificate or of any covenant, condition, stipulation, promise, or agreement hereof.  All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Certificate shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns and the Holder.
 
Section 6.4                                     Counterparts .  This Warrant Certificate may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
 
Section 6.5                                     Effect of Headings .  The section headings herein are for convenience only and are not part of this Warrant Certificate and shall not affect the interpretation hereof.
 
Section 6.6                                     Amendments .
 
(a)                                  Subject to Section 6.6(b)  below, this agreement may not be amended except in writing signed by both parties hereto.
 
(b)                                  The Company may from time to time supplement or amend this Warrant Certificate or the Warrant:
 
(i)                                      without the approval of the Holder in order to cure any ambiguity, manifest error or other mistake in this Warrant Certificate or the Warrant, or to correct or supplement any provision contained herein or in the Warrant that may be defective or inconsistent with any other provision herein or in the Warrant, or to make any other provisions in regard to matters or questions arising hereunder that the Company may deem necessary or desirable and that shall not adversely affect, alter or change the interests of the Holder in any material respect, or
 
17 

 
(ii)                                   with the prior written consent of the Holder.
 
(c)                                   Any amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 6.6 will be binding upon the Holder and upon each future Holder and the Company.  In the event of any amendment, modification or waiver, the Company will give prompt notice thereof to the Holder and, if appropriate, notation thereof will be made on all Warrant Certificates thereafter surrendered for registration of transfer or exchange. Any failure of the Company to give such notice or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.
 
Section 6.7                                     No Inconsistent Agreements; No Impairment .  The Company shall not, on or after the date hereof, enter into any agreement with respect to its securities which conflicts with the rights granted to the Holder in the Warrant or the provisions hereof.  The Company represents and warrants to the Holder that the rights granted hereunder do not in any way conflict with the rights granted to holders of the Company’s securities under any other agreements.  The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Warrant and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Holder against impairment.
 
Section 6.8                                     Integration/Entire Agreement .  This Warrant Certificate is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Company and the Holder in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Warrant.  This Warrant Certificate and the Warrant supersede all prior agreements and understandings between the parties with respect to such subject matter.
 
Section 6.9                                     Governing Law, Etc .  This Warrant Certificate and each Warrant issued hereunder shall be deemed to be a contract made under the Laws of the State of New York and for all purposes shall be governed by and construed in accordance with the Laws of such State.  Each party hereto consents and submits to the jurisdiction of the courts of the State of New York and of the federal courts of the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Warrant Certificate or the transactions contemplated hereby.  In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 6.2 hereof.  Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.
 
Section 6.10                              Termination .  This Warrant Certificate will terminate on the earlier of (i) such date when the Warrant has been exercised with respect to all shares subject thereto, or (ii)
 
18 

 
the expiration of the Exercise Period.  The provisions of this Article VI shall survive such termination.
 
Section 6.11                              Waiver of Trial by Jury .  Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Warrant Certificate and the transactions contemplated hereby.
 
Section 6.12                              Remedies .  The Company hereby agrees that, in the event that the Company violates any provisions of a Warrant (including the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at law available to the Holder may be inadequate.  In such event, the Holder shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Warrant Certificate.
 
Section 6.13                              Severability .  In the event that any one or more of the provisions contained in this Warrant Certificate, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby.
 
[ Signature Page Follows ]
 
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed by a duly authorized officer as of the day and year first above written.

 	GENCO SHIPPING & TRADING LIMITED	

 	By:	/s/ Robert Gerald Buchanan	
 	 	Name:	Robert Gerald Buchanan	
 	 	Title:	President	
 
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EXHIBIT A
 
EXERCISE FORM FOR HOLDER
(To be executed upon exercise of Warrant)
 
The undersigned, being the holder of the Warrant Certificate issued by Genco Shipping & Trading Limited identified below, hereby irrevocably elects to exercise the right to purchase the number of shares of Common Stock indicated below pursuant to the net issuance exercise provisions of Section 2.4(a)  of the Warrant Certificate.

Warrant Certificate Number	 	 	
 	 	 	
Number of Shares of Common Stock	 	 	
 	 	(Total number of shares of Common Stock for which the Warrant is being exercised, before withholding for the Exercise Price. Not to exceed the number of shares of Common Stock for which such Warrant is exercisable in the aggregate.)	

 	Signature of Holder:	 	
 	 	 	
 	By:	 	
 	 	 	
 	Name:	 	
 	 	 	
 	Title:	 	
 	 	 	
 	Date:	 	

Exhibit 10.13
 
THIS WARRANT CERTIFICATE WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON AUGUST 7, 2020
 
WARRANT TO PURCHASE
 
741,958 SHARES OF COMMON STOCK OF
 
GENCO SHIPPING & TRADING LIMITED
 
PURSUANT TO THE GENCO SHIPPING & TRADING LIMITED 2014 MANAGEMENT INCENTIVE PLAN
 
ISSUE DATE:   August 7, 2014
 
No. W-6
 
This certifies that, for value received, John C. Wobensmith (the “ Holder ”), is entitled to purchase from Genco Shipping & Trading Limited, a Marshall Islands corporation (the “ Company ”), subject to the terms and conditions hereof and the Plan, at any time before 5:00 p.m., New York time, on August 7, 2020, the number of fully paid and non-assessable shares of common stock of the reorganized Company authorized and issued pursuant to the Prepack Plan and the articles of incorporation of the reorganized Company (“ Common Stock ”) set forth above at the Exercise Price (as defined herein).  The Exercise Price and the number and kind of shares purchasable hereunder are subject to adjustment from time to time as provided in Article III of this Warrant Certificate.  The initial Exercise Price shall be $34.19.  In the event of any conflict between the terms hereof and the Plan, the terms of the Plan shall control.
 
ARTICLE I
 
DEFINITIONS
 
Section 1.1                                     Definition of Terms .  As used in this Warrant Certificate, the following capitalized terms shall have the following respective meanings:
 
(a)                                  “ Affiliate ” has the meaning set forth in Rule 12b-2 of the Exchange Act.
 
(b)                                  “ Business Day ” means any day on which commercial banks are not authorized or permitted to close in the City of New York, Borough of Manhattan.
 
(c)                                   “ Closing Sale Price ” of the Common Stock on any date of determination means:
 
(i)                                      if the Common Stock is listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale price per share of the Common Stock (or if no closing sale price is reported, the average of the closing bid and closing ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten (10) consecutive trading days immediately prior to such

 
date of determination, as reported by the New York Stock Exchange or The NASDAQ Stock Market, as applicable;
 
(ii)                                   if the Common Stock is not listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale price per share of the Common Stock (or if no closing sale price is reported, the average of the high bid and low asked prices or, if more than one in either case, the average of the average high bid and low asked prices) for the ten (10) consecutive trading days immediately prior to such date of determination, as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded;
 
(iii)                                if the Common Stock is not listed on a U.S. national or regional securities exchange, the average last quoted sale price for the Common Stock (or, if no sale price is reported, the average of the high bid and low asked price for such date) for the ten (10) consecutive trading days immediately prior to such date of determination, in the over-the-counter market as reported by OTC Markets Group Inc. or other similar organization; or
 
(iv)                               in all other cases, as determined in good faith by the Board of Directors of the Company (“ Board of Directors ”).
 
The Closing Sale Price shall be determined without reference to early hours, after hours or extended market trading.
 
The Closing Sale Price shall be appropriately adjusted by the Company in good faith if the “ex date” (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) occurs during the ten (10) consecutive trading days immediately prior to the day as of which “Current Sale Price” is being determined.
 
For these purposes the term “ex date”, when used:
 
(i)                                      with respect to any issuance or distribution, means the first (1st) date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Price was obtained without the right to receive such issuance or distribution;
 
(ii)                                   with respect to any subdivision or combination of shares of Common Stock, means the first (1st) date on which the Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective; and
 
(iii)                                with respect to any tender or exchange offer, means the first (1st) date on which the Common Stock trades regular way on such exchange or in such market after the expiration time of such offer.
 
Whenever such adjustments shall be made to the Current Sale Price as may be necessary or appropriate to effectuate the intent of this Warrant and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.
 
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(d)                                  “ Common Stock ” has the meaning set forth in the preamble, and shall include any successor security as a result of any recapitalization, reorganization, reclassification or similar transaction involving the Company.
 
(e)                                   “ Company ” has the meaning set forth in the preamble.
 
(f)                                    “ Date of Issuance ” means August 7, 2014.
 
(g)                                   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
 
(h)                                  “ Exercise Date ” means any date, on or prior to the expiration of the Exercise Period, on which the Holder exercises the right to purchase the Warrant Exercise Shares, in whole or in part, pursuant to and in accordance with the terms and conditions described herein.
 
(i)                                      “ Exercise Form ” has the meaning set forth in Section 2.4(b)  hereof.
 
(j)                                     “ Exercise Period ” has the meaning set forth in Section 2.2(c)  hereof.
 
(k)                                  “ Exercise Price ” has the meaning set forth in Section 2.1(a)  hereof.
 
(l)                                      “ Fully Diluted ” means all Common Stock outstanding as of the applicable measurement date together with all Common Stock then issuable upon (i) the conversion of convertible securities of the Company at the then applicable conversion rate, and (ii) the exercise of any options or warrants then exercisable for Common Stock; provided , that, for purposes of clauses (i) and (ii), all conditions to the convertibility and/or exercisability of convertible securities, options and warrants of the Company, shall be deemed to have been satisfied.
 
(m)                              “ Governmental Authority ” means any (i) government, (ii) governmental or quasi- governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.
 
(n)                                  “ Holder ” has the meaning set forth in the preamble.
 
(o)                                  “ Immediate Family Members ”  has the meaning set forth in Section 4.1 hereof.
 
(p)                                  “ Initial Per Share Value ” has the meaning set forth in Section 3.1(f)  hereof.
 
(q)                                  “ Law ” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, the Republic of the Marshall
 
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Islands, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.
 
(r)                                     “ Organic Change ” means any recapitalization, reorganization, reclassification, consolidation, merger, sale of a majority of the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) cash, stock, securities or other assets or property with respect to or in exchange for Common Stock, other than a transaction which triggers an adjustment pursuant to Sections 3.1(a) , (b)  or (c) .
 
(s)                                    “ Person ” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity (as such term is defined in the Bankruptcy Code).
 
(t)                                     “ Plan ” means the 2014 Management Incentive Plan of the Company, as amended from time to time.
 
(u)                                  “ Prepack Plan ” means the “Prepackaged Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code,” dated April 16, 2014 (as such plan may be modified, amended or supplemented from time to time).
 
(v)                                  “ Pro Rata Portion of the Warrant ” has the meaning set forth in Section 2.3(b)(i) .
 
(w)                                “ Pro Rata Repurchase Offer ” means any offer to purchase shares of Common Stock by the Company or any Affiliate thereof pursuant to (i) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other offer available to substantially all holders of Common Stock to purchase or exchange their shares of Common Stock, in the case of both (i) or (ii), whether for cash, shares of capital stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of capital stock, other securities or evidences of indebtedness of a Subsidiary), or any combination thereof, effected while the Warrant is outstanding.  The “effective date” of a Pro Rata Repurchase Offer shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase Offer or the date of purchase with respect to any Pro Rata Repurchase Offer that is not a tender or exchange offer.
 
(x)                                  “ Securities Act ” means the Securities Act of 1933, as amended.
 
(y)                                  “ Service ” means a continuous time period during which the Holder is at least one of the following:  an employee or a director of, or a consultant to, the Company.
 
(z)                                   “ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or
 
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indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company or other business entity (other than a corporation), a majority of the partnership, limited liability company or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company or other business entity gains or losses or shall be or control the general partner, the managing member or entity performing similar functions of such partnership, limited liability company or other business entity.
 
(aa)                           “ Third Party Cash Sale ” means in any such case with a purchaser that is not an Affiliate of the Company: (i) any merger, consolidation, or other similar transaction or series of transactions to which the Company is a party and pursuant to which the Company is not the surviving Person in such transaction and the consideration received by the Company’s shareholders (directly or indirectly) consists solely of cash or (ii) the sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole and the consideration received by the Company’s shareholders (directly or indirectly) consists solely of cash.
 
(bb)                           “ Third Party Sale Price ” means, with respect to any Third Party Cash Sale, the quotient of (x) the aggregate cash consideration received by the shareholders (directly or indirectly) in connection with the applicable Third Party Cash Sale, divided by (y) the number of Fully Diluted Shares of Common Stock outstanding immediately before the Third Party Sale Closing.
 
(cc)                             “ Warrant Exercise Shares ” means the shares of Common Stock issued upon the applicable exercise of a Warrant.
 
Section 1.2                                     Rules of Construction .
 
(a)                                              The singular form of any word used herein, including the terms defined in Section 1.1 hereof, shall include the plural, and vice versa.  The use herein of a word of any gender shall include correlative words of all genders.
 
(b)                                              Unless otherwise specified, references to Articles, Sections and other subdivisions of this Warrant are to the designated Articles, Sections and other subdivision of this Warrant as originally executed.  The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Warrant as a whole.
 
(c)                                               References to “$” are to dollars in lawful currency of the United States of America.
 
(d)                                              The Exhibits attached hereto are an integral part of this Warrant.
 
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ARTICLE II
 
TERMS AND EXERCISE OF WARRANT
 
Section 2.1                                     Exercise Price .  Each Warrant shall entitle the Holder to, subject to the provisions of the Plan and of this Warrant Certificate, the right to purchase from the Company the number of shares of Common Stock, at the price of $34.19 per share (as the same may be hereafter adjusted in accordance herewith, the “ Exercise Price ”), specified on the first page of this Warrant Certificate.
 
Section 2.2                                     Exercise Period .  Subject to the further provisions of this Warrant Certificate, the Warrant shall be exercisable as follows:
 
(a)                                  Subject to Section 2.2(b) , the Warrant shall become exercisable with respect to a number of whole shares equal to one-third (1/3) of the shares subject to the Warrant on each of the first three (3) anniversaries of the Date of Issuance (rounding down to the nearest whole share on each of the first two (2) anniversaries and rounding up on the third (3rd) anniversary).  Each such anniversary is referred to as a “ Vesting Date .”
 
(b)                                  In the event of a Change in Control of the Company, as defined in the Plan, the Warrant shall become exercisable in full on the effective date of the Change in Control.
 
(c)                                   The Warrant may be exercised by the Holder thereof, in whole or in part (but not as to a fractional share of Common Stock), at any time and from time to time after the Warrant becomes exercisable in accordance with Sections 2.2(a)  and 2.2(b)  hereof and prior to 5:00 P.M., New York time on the sixth (6th) anniversary hereof, unless terminated earlier pursuant to this Warrant Certificate or the Plan (the “ Exercise Period ”).  To the extent that the Warrant or portion thereof is not exercised prior to the expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights thereunder, upon such expiration.
 
Section 2.3                                     Termination of Service
 
(a)                                  If the Holder’s Service is terminated for cause, as defined in the Plan, or if the Holder resigns without Good Reason (as defined in the Holder’s Employment Agreement with the Company dated as of September 21, 2007, as amended (the “ Employment Agreement ”), the Warrant, to the extent not theretofore exercised, shall terminate upon the commencement of business on the date of the Holder’s termination of Service.
 
(b)                                  If the Holder’s Service is terminated by the Company without cause, as defined in the Plan, or by the Holder for Good Reason, then the Warrant shall fully vest and become immediately exercisable as of the date of such termination of Service and shall remain exercisable until the expiration of the Exercise Period.
 
(c)                                   If the Holder’s Service is terminated due to the Holder’s death or disability (as defined below), then the Pro Rata Portion of the Warrant (as defined below) shall become exercisable as of such date in addition to the portion of the Warrant which is already exercisable as of such date.  The Warrant, to the extent exercisable as of the date of termination (including,
 
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but not limited to, the Pro Rata Portion of the Warrant), shall remain exercisable until the one year anniversary of such termination (but in no event beyond the expiration of the Exercise Period), and the Warrant, to the extent not exercisable as of the date of termination, shall expire as of the date of termination.  For the purposes of this Section 2.3(c) :
 
(i)                                      The “ Pro Rata Portion of the Warrant ” shall mean that number of shares with respect to which the Warrant that would become exercisable on the next Vesting Date multiplied by a fraction, the denominator of which is twelve (12) and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Date of Issuance, if there is no preceding Vesting Date) and the date of termination of Service.
 
(ii)                                   “ Disability ” shall mean any physical or mental condition that would qualify the Holder for a disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a physical or mental condition that prevents the Holder from performing the essential functions of the Holder’s position (with or without reasonable accommodation) for a period of six (6) consecutive months.  The existence of a disability shall be determined by the Company.
 
(d)                                  If the Holder’s Service is terminated other than as set forth above, the Holder may exercise the Warrant (i) only to the extent that the Holder was entitled to exercise the Warrant on the termination of Service date; and (ii) exercise must occur within three (3) months after termination of Service but in no event after the original expiration date of the Warrant.
 
Section 2.4                                     Method of Exercise .
 
(a)                                  In connection with the exercise of the Warrant, the Exercise Price shall be paid as provided in this Section 2.4(a) .  In connection with the exercise of the Warrant, the Holder of such Warrant shall exchange the Common Stock purchase rights represented thereby by surrendering such Warrant to the Company, together with a written notice to the Company that the Holder is exchanging the Warrant (or a portion thereof) for the number of Warrant Exercise Shares being exercised, up to the aggregate number of Warrant Exercise Shares for which this Warrant Certificate is exercisable, specified in the notice, from which the Company shall withhold and not issue to such Holder, in payment of the Exercise Price thereof, a number of such Warrant Exercise Shares equal to (x) the number of Warrant Exercise Shares for which the Warrant is being exercised, multiplied by (y) the Exercise Price, and divided by (z) the Closing Sale Price on the Exercise Date (and such withheld shares shall no longer be issuable under the Warrant, and the Holder shall not have any rights or be entitled to any payment with respect to such withheld shares); provided , however , that the shares withheld, when valued based on the fair market value determined under Treasury Regulation 1.409A-1(b)(5)(iv)(A), shall have a value not less than the aggregate Exercise Price.  The issuance of any shares shall be subject to Section 3.6 of the Plan with respect to withholding of taxes and the Company may appropriately reduce the number of Warrant Exercise Shares in order to satisfy any withholding obligation.
 
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(b)                                  Subject to the terms and conditions of the Plan and this Warrant Certificate, the Holder of a Warrant may exercise, in whole or in part, such Holder’s right to purchase the Warrant Exercise Shares issuable upon exercise of such Warrant, by providing an exercise form for the election to exercise such Warrant (“ Exercise Form ”) substantially in the form of Exhibit A hereto, properly completed and duly executed by the Holder thereof to the Company.
 
(c)                                   Any exercise of the Warrant pursuant to the terms of this Warrant Certificate shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.
 
(d)                                  Upon receipt of an Exercise Form pursuant to Section 2.4(a) , the Company shall:
 
(i)                                      examine such Exercise Form and all other documents delivered to it by or on behalf of Holder as contemplated hereunder to ascertain whether or not, on its face, such Exercise Form and any such other documents have been executed and completed in accordance with their terms and the terms hereof; and
 
(ii)                                   if an Exercise Form or other document appears, on its face, to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled.
 
(e)                                   The Company reserves the right to reasonably reject any and all Exercise Forms that it determines, in its sole discretion, are not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful.  Any such determination by the Company shall be final and binding on the Holder, absent manifest error.  Moreover, the Company reserves the absolute right to waive any of the conditions to any particular exercise of Warrant or any defects in the Exercise Form(s) with regard to any particular exercise of the Warrant.  The Company shall not be under any duty to give notice to the Holder of any irregularities in any exercise of the Warrant, nor shall it incur any liability for the failure to give such notice.
 
Section 2.5                                     Issuance of Common Stock .
 
(a)                                  Upon exercise of the Warrant pursuant to Section 2.4 , the Company shall promptly at its expense, and in no event later than five (5) Business Days thereafter, cause to be issued to the Holder of the Warrant the total number of whole shares of Common Stock for which the Warrant is being exercised, subject to Section 2.4(a)  (as the same may be hereafter adjusted pursuant to Article III ) in such denominations as are requested by the Holder.
 
(b)                                  Notwithstanding the five (5) Business Day period described in Section 2.5(a) , the Warrant Exercise Shares shall be deemed to have been issued to the Holder at the time at which all of the conditions to such exercise have been fulfilled, and the Holder shall be deemed for all purposes to have become the holder of such Warrant Exercise Shares at such time.
 
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(c)                                   If less than all of the shares evidenced by the Warrant Certificate are exercised at any time prior to the termination of the Exercise Period, a new Warrant Certificate or Warrant Certificates shall be issued for the remaining number of shares evidenced by the Warrant Certificate.
 
Section 2.6                                     Reservation of Shares .   The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrant, a number of shares of Common Stock equal to the aggregate Warrant Exercise Shares issuable upon the exercise of the Warrant.  The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violating the Company’s governing documents or any requirements of any national securities exchange upon which shares of Common Stock may be listed.  The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrant.
 
Section 2.7                                     Fractional Shares .  Notwithstanding any provision to the contrary contained in this Warrant Certificate, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of the Warrant, and in any case where the Holder would, except for the provisions of this Section 2.7 , be entitled under the terms of the Warrant to receive a fraction of a share upon the exercise of the Warrant, the Company shall, upon the exercise of the Warrant, issue or cause to be issued only the largest whole number of Warrant Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and the Holder shall not have any rights to be entitled to any payment with respect to such fraction of a share); provided , that if more than one Warrant is presented for exercise at the same time by the same Holder, the number of whole Warrant Exercise Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Exercise Shares issuable upon exercise of all such Warrants.
 
Section 2.8                                     Public Offering .  Notwithstanding any other provision hereof, if an exercise of any portion of a Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of such Warrant may, at the election of the holder thereof, be conditioned upon the consummation of such registered public offering or sale of the Company, in which case such exercise shall be deemed to be effective concurrently with the consummation of such transaction.
 
Section 2.9                                     Close of Books; Par Value .  The Company shall not close its books against the transfer of any Warrant or any Warrant Exercise Shares in any manner which interferes with the timely exercise of such Warrant.  The Company shall use commercially reasonable efforts to, from time to time, take all such action as may be necessary to assure that the par value per share of the unissued shares of Common Stock acquirable upon exercise of each Warrant is at all times equal to or less than the Exercise Price then in effect.
 
Section 2.10                              Payment of Taxes .   The Company shall not be required to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of any shares of Common Stock (including certificates therefor) or payment of cash or other property to any recipient other than the Holder of the Warrant surrendered upon the exercise of a Warrant, and in
 
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case of such transfer or payment, the Company shall not be required to issue or deliver any shares or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.
 
ARTICLE III
 
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF
WARRANT EXERCISE SHARES
 
In order to prevent dilution of the rights granted under each Warrant, the Exercise Price shall be subject to adjustment from time to time as provided in this Article III , and the number of shares of Common Stock obtainable upon exercise of each Warrant shall be subject to adjustment from time to time as provided in this Article III ; provided , however , that no such adjustment shall be made to the extent that it would cause the Warrant to be subject to tax under Section 409A of the Internal Revenue Code of 1986, as amended.
 
Section 3.1                                     Adjustments .
 
(a)                                  Subdivision or Combination of Common Stock .  If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period subdivides (by any stock split, stock dividend or reclassification) the Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of Warrant Exercise Shares issuable upon exercise of the Warrant shall be proportionately increased.  If the Company at any time prior to the expiration of the Exercise Period combines (by reverse stock split, or reclassification) the Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately increased and the number of Warrant Exercise Shares issuable upon exercise of the Warrant shall be proportionately decreased. Any adjustment under this Section 3.1(a)  shall become effective immediately upon the effectiveness of such subdivision or combination.
 
(b)                                  Distributions . If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period fixes a record date for the making of a distribution to all holders of shares of the Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding dividends or distributions referred to in Section 3.1(a) ), then, in each such case, the Exercise Price in effect prior to such record date shall be adjusted thereafter to the price determined by the following formula:
 
EP 1  = EP 0  x (CP 0 - FV)/CP 0
 
where

EP 1	 	=	 	the Exercise Price in effect immediately following the application of the adjustments in this Section 3.1(b) ;	
 	 	 	 	 	
EP 0	 	=	 	the Exercise Price in effect immediately prior to the application	
 
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 	 	 	 	of the adjustments in this Section 3.1(b) ;	
 	 	 	 	 	
CP 0	 	=	 	the Closing Sale Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution; and	
 	 	 	 	 	
FV	 	=	 	the amount of cash and/or the fair market value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock, as determined by the Board of Directors, acting in good faith.	
 
Such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Warrant Exercise Shares issuable upon the exercise of the Warrant represented by this Warrant Certificate shall be increased to the number obtained by dividing (x) the product of (1) t he number of Warrant Exercise Shares issuable upon the exercise of the Warrant represented by this Warrant Certificate before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment.
 
In the event that such distribution is not so made, the Exercise Price and the number of Warrant Exercise Shares issuable upon exercise of the Warrant then in effect shall be readjusted, effective as of the d ate when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Warrant Exercise Shares that would then be issuable upon exercise of the Warrant if such record date had not been fixed.
 
(c)                                   Pro Rata Repurchase Offer of Common Stock .  If at any time after the issuance of the Warrant but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Stock, then the Exercise Price shall be reduced to the price determined by the following formula:
 
EP 1  = EP 0  x  (OS 0 x CP 0 ) – AP 
                        (OS 0 – SP) x CP 0
 
where

EP 1	 	=	 	the Exercise Price in effect immediately following the application of the adjustments in this Section 3.1(c)  (but in no event greater than EP 0 );	
 	 	 	 	 	
EP 0	 	=	 	the Exercise Price in effect immediately prior to the application of the adjustments in this Section 3.1(c) ;	
 	 	 	 	 	
OS 0	 	=	 	the number of Fully Diluted shares of Common Stock outstanding immediately before consummation of such Pro Rata Repurchase Offer;	
 	 	 	 	 	
CP 0	 	=	 	the Closing Sale Price of a share of Common Stock on the	
 
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 	 	 	 	trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer;	
 	 	 	 	 	
AP	 	=	 	the aggregate purchase price (including the fair market value, as determined in good faith by the Board of Directors, of any non-cash consideration included therein) paid for the shares of Common Stock repurchased in the Pro Rata Repurchase Offer; and	
 	 	 	 	 	
SP	 	=	 	the number of shares of Common Stock so repurchased in the Pro Rata Repurchase Offer.	
 
In such event, the Warrant Exercise Shares issuable upon the exercise of the Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of the Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrant shall be made pursuant to this Section 3.1(c) .
 
(d)                                  Reorganization, Reclassification, Consolidation, Merger or Sale .  In connection with any Organic Change prior to the expiration of the Exercise Period, the Company shall make appropriate provision to ensure that the Holder of the Warrant shall have the right to acquire and receive, upon exercise of such Warrant, such cash, stock, securities or other assets or property as would have been issued or payable in such Organic Change (if the holder had exercised such Warrant immediately prior to such Organic Change) with respect to or in exchange, as applicable, for the number of Warrant Exercise Shares that would have been issued upon exercise of such Warrant, if such Warrant had been exercised immediately prior to the occurrence of such Organic Change.
 
(e)                                   Notwithstanding Section 3.1(d)  or anything contained in this Warrant Certificate, in the event of any Third Party Cash Sale, the Company shall pay (or cause to be paid) to the Holders, with respect to each unexercised Warrant outstanding immediately prior to the consummation of such Third Party Cash Sale (the “ Third Party Sale Closing ”), cash in an amount equal to the excess, if any, of the Third Party Sale Price over the Exercise Price; provided , however , that no Holder shall be entitled to any payment hereunder with respect to any portion of the Third Party Sale Price that is contingent, deferred or escrowed unless and until such amounts are actually paid to the holders of Common Stock or to the Company or its Subsidiaries, as applicable.  Upon the occurrence of a Third Party Sale Closing, all unexercised Warrants outstanding immediately prior to the Third Party Sale Closing shall automatically be terminated and cancelled and the Company shall thereupon cease to have any further obligations or liability with respect to the Warrants, except as required by this Section 3.1(e) .  For the avoidance of doubt, the Holders shall not be entitled to any payment or consideration with respect to any Third Party Cash Sale with respect to which the Third Party Sale Price is equal to or less than the Exercise Price.
 
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(f)                                    Ordinary Dividends .  The Closing Sale Price of a share of Common Stock as of the Date of Issuance is $21.33 (the “ Initial Per Share Value ”).  In the event that the Exercise Price is adjusted pursuant to Section 3.1(a)  hereof, the Initial Per Share Value shall be similarly adjusted.  To the extent that the adjustment under Section 3.1(b)  with respect to ordinary dividends would reduce the Exercise Price below the Initial Per Share Value, as adjusted from time to time, such adjustment shall not be made unless otherwise permitted under Section 409A of the Code.
 
Section 3.2                                     Notices .  Whenever the number and/or kind of Warrant Exercise Shares or the Exercise Price is adjusted as herein provided, the Company shall prepare and deliver, or cause to be prepared and delivered, forthwith to the Holder a written statement setting forth the adjusted number and/or kind of shares purchasable upon the exercise of the Warrant and the Exercise Price of such shares after such adjustment, the facts requiring such adjustment and the computation by which adjustment was made, and give written notice to the Holder in the manner provided in Section 6.2 below, of the record date or the effective date of the event.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
 
Section 3.3                                     Form of Warrant After Adjustments .  The form of the Warrant Certificate need not be changed because of any adjustments in the Exercise Price or the number or kind of the Common Stock, and Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in Warrants, as initially issued.  The Company, however, may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect the substance of the Warrant Certificate, and any Warrant Certificate thereafter issued, whether in exchange or substitution for an outstanding Warrant Certificate, may be in the form so changed.
 
Section 3.4                                     Deferral or Exclusion of Certain Adjustments.   No adjustment to the Exercise Price or the number of Warrant Exercise Shares shall be required hereunder unless such adjustment together with other adjustments carried forward as provided below, would result in an increase or decrease of at least one percent (1%) of the applicable Exercise Price or the number of Warrant Exercise Shares; provided , that any adjustments which by reason of this Section 3.4 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for a change in the par value of the shares of Common Stock. All calculations under this Section 3.4 shall be made to the nearest one-one thousandth (1/1,000) of one cent ($0.01) or to the nearest one-one thousandth (1/1,000) of a share, as the case may be.
 
ARTICLE IV
 
TRANSFER AND EXCHANGE
OF WARRANTS
 
Section 4.1                                     Transfer of the Warrant .  The Warrant shall only be assignable or transferable by will or by the laws of descent and distribution, subject to any transfer restrictions set forth in the Company’s Articles of Incorporation; provided , that the Holder may transfer all or a portion of the Warrant to (A) the Holder’s spouse, children or grandchildren (“ Immediate
 
13 

 
Family Members ”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the Company; provided , however , that no such transfer may be for consideration.
 
Section 4.2                                     Obligations with Respect to Transfers and Exchanges of the Warrant .
 
(a)                                  All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Certificate as the Warrant Certificates surrendered upon such registration of transfer or exchange.
 
(b)                                  No service charge shall be made to the Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Holder in connection with any such exchange or registration of transfer.
 
Section 4.3                                     Registry of Warrants .
 
(a)                                  The Company shall maintain a registry showing the name and address of the Holder as the registered holder of this Warrant Certificate. This Warrant Certificate may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.
 
(b)                                  The Company shall register the transfer of any portion of this Warrant Certificate in the registry upon the Holder’s compliance with this Article IV , provided , that such transfer is made in compliance with the Securities Act and state securities laws.
 
Section 4.4                                     Fractional Warrants .  The Company shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate for a fraction of a Warrant.
 
ARTICLE V
 
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS
 
Section 5.1                                     No Rights or Liability as Stockholder .  Nothing contained in the Warrant shall be construed as conferring upon the Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company.  The consent of any Holder shall not be required with respect to any action or proceeding of the Company and no Holder shall have any right not expressly conferred hereunder. No holder, by reason of the ownership or possession of this Warrant shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Stock prior to, or for which the relevant record date preceded, the date of the exercise of this Warrant.  No provision hereof and no mere enumeration herein of the rights or privileges of the Holder shall give rise to any liability of such holder for the Exercise Price hereunder or as a
 
14 

 
stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
 
Section 5.2                                     Notice to Holders .  The Company shall give notice to Holders by regular mail or press release if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur:
 
(a)                                  the payment of any dividend payable in any securities upon shares of Common Stock or the making of any distribution (other than a regular quarterly cash dividend) to all holders of Common Stock;
 
(b)                                  the issuance to all holders of Common Stock of any additional shares of Common Stock or of rights, options or warrants to subscribe for or purchase Common Stock or of any other subscription rights, options or warrants;
 
(c)                                   a Pro Rata Repurchase Offer;
 
(d)                                  a dissolution, liquidation or winding up of the Company;
 
(e)                                   an Organic Change; or
 
(f)                                    the consummation of a Third Party Cash Sale.
 
Such giving of notice shall be initiated at least ten (10) days prior to the date fixed as the record date or the date of closing of the Company’s stock transfer books for the determination of the stockholders entitled to such dividend, distribution or subscription rights, or of the stockholders entitled to vote on such Organic Change, dissolution, liquidation or winding up, or of the proposed date of such Third Party Sale Closing or the proposed effective date of such Pro Rata Repurchase Offer, as applicable.  Such notice shall specify such record date or the date of closing the stock transfer books or proposed effective date, as the case may be.  Failure to provide such notice shall not affect the validity of any action taken in connection with any such dividend, distribution or subscription rights, Pro Rata Repurchase Offer, Third Party Cash Sale, or proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.  For the avoidance of doubt, no such notice shall supersede or limit any adjustment called for by Section 3.1 by reason of any event as to which notice is required by this Section 5.2 .
 
Section 5.3                                     Lost, Stolen, Mutilated or Destroyed Warrant Certificates .  If this Warrant Certificate is lost, stolen, mutilated or destroyed, the Company shall issue and, if provided with all necessary information and documents, deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon receipt of evidence and an affidavit reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant Certificate, and, if requested by either the Company, a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the loss, theft, mutilation or destruction of any such Warrant Certificate or the issuance of such new certificate.  Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations and pay
 
15 

 
such other reasonable charges as the Company may prescribe and as required by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York.
 
Section 5.4                                     No Restrictive Legends .  No legend shall be stamped or imprinted on any stock certificate for Common Stock issued upon the exercise of any Warrant and or stock certificate issued upon the direct or indirect transfer of any such Common Stock.
 
Section 5.5                                     Cancellation of the Warrant .  If the Company shall purchase or otherwise acquire the Warrant, this Warrant Certificate shall thereupon be delivered to the Company to be cancelled by it and retired.  The Company shall cancel all Warrant Certificates surrendered, and accepted, for exchange, substitution, transfer or exercise in whole or in part.
 
Section 5.6                                     Reimbursement of Excise Tax .  In the event that the Holder incurs any Excise Tax (as defined in the Holder’s Employment Agreement) on any payments or benefits under this Warrant Certificate, the Company shall gross-up the Holder the amount of such Excise Tax incurred in accordance with the provisions of Section 7(b) of the Employment Agreement (such provisions to apply irrespective of whether the Employment Agreement or its Term continues in effect at the time of such Excise Tax) and such Section 7(b) of the Employment Agreement relating to the Gross-Up Payment (as defined in the Employment Agreement) shall be incorporated with full effect into this Agreement, provided , that any reference to “you” and to “this Agreement” in such Section 7(b) shall be deemed to refer to the Holder and this Warrant Certificate, respectively.
 
ARTICLE VI
 
MISCELLANEOUS PROVISIONS
 
Section 6.1                                     Binding Effects; Benefits .  This Warrant Certificate shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns.  Nothing in this Warrant Certificate, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant Certificate.
 
Section 6.2                                     Notices .  Unless a provision herein permits notice by way of a press release, any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail (return receipt requested, postage prepaid), by private national courier service, by personal delivery or by facsimile transmission.  Such notice or communication shall be deemed given (i) if mailed, two (2) days after the date of mailing, (ii) if sent by national courier service, one Business Day after being sent, (iii) if delivered personally, when so delivered, or (iv) if sent by facsimile transmission, on the Business Day after such facsimile is transmitted, in each case as follows:
 
if to the Company, to:
 
Genco Shipping & Trading Limited
299 Park Avenue
New York, New York 10171
 
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Facsimile: (646) 443-8551
Attention: John C. Wobensmith
 
with copies (which shall not constitute notice) to:
 
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Facsimile: (212) 715-8100
Attention: Thomas E. Molner
 
if to Holder, at its address or facsimile number as appears on the books of the Company maintained for such purpose or as specified in a notice given in accordance with this Section 6.2 .
 
Section 6.3                                     Persons Having Rights under this Warrant Certificate .  Nothing in this Warrant Certificate expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holder, any right, remedy, or claim under or by reason of this Warrant Certificate or of any covenant, condition, stipulation, promise, or agreement hereof.  All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Certificate shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns and the Holder.
 
Section 6.4                                     Counterparts .  This Warrant Certificate may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
 
Section 6.5                                     Effect of Headings .  The section headings herein are for convenience only and are not part of this Warrant Certificate and shall not affect the interpretation hereof.
 
Section 6.6                                     Amendments .
 
(a)                                  Subject to Section 6.6(b)  below, this agreement may not be amended except in writing signed by both parties hereto.
 
(b)                                  The Company may from time to time supplement or amend this Warrant Certificate or the Warrant:
 
(i)                                      without the approval of the Holder in order to cure any ambiguity, manifest error or other mistake in this Warrant Certificate or the Warrant, or to correct or supplement any provision contained herein or in the Warrant that may be defective or inconsistent with any other provision herein or in the Warrant, or to make any other provisions in regard to matters or questions arising hereunder that the Company may deem necessary or desirable and that shall not adversely affect, alter or change the interests of the Holder in any material respect, or
 
17 

 
(ii)                                   with the prior written consent of the Holder.
 
(c)                                   Any amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 6.6 will be binding upon the Holder and upon each future Holder and the Company.  In the event of any amendment, modification or waiver, the Company will give prompt notice thereof to the Holder and, if appropriate, notation thereof will be made on all Warrant Certificates thereafter surrendered for registration of transfer or exchange. Any failure of the Company to give such notice or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.
 
Section 6.7                                     No Inconsistent Agreements; No Impairment .  The Company shall not, on or after the date hereof, enter into any agreement with respect to its securities which conflicts with the rights granted to the Holder in the Warrant or the provisions hereof.  The Company represents and warrants to the Holder that the rights granted hereunder do not in any way conflict with the rights granted to holders of the Company’s securities under any other agreements.  The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Warrant and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Holder against impairment.
 
Section 6.8                                     Integration/Entire Agreement .  This Warrant Certificate is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Company and the Holder in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Warrant.  This Warrant Certificate and the Warrant supersede all prior agreements and understandings between the parties with respect to such subject matter.
 
Section 6.9                                     Governing Law, Etc .  This Warrant Certificate and each Warrant issued hereunder shall be deemed to be a contract made under the Laws of the State of New York and for all purposes shall be governed by and construed in accordance with the Laws of such State.  Each party hereto consents and submits to the jurisdiction of the courts of the State of New York and of the federal courts of the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Warrant Certificate or the transactions contemplated hereby.  In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 6.2 hereof.  Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.
 
Section 6.10                              Termination .  This Warrant Certificate will terminate on the earlier of (i) such date when the Warrant has been exercised with respect to all shares subject thereto, or (ii)
 
18 

 
the expiration of the Exercise Period.  The provisions of this Article VI shall survive such termination.
 
Section 6.11                              Waiver of Trial by Jury .  Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Warrant Certificate and the transactions contemplated hereby.
 
Section 6.12                              Remedies .  The Company hereby agrees that, in the event that the Company violates any provisions of a Warrant (including the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at law available to the Holder may be inadequate.  In such event, the Holder shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Warrant Certificate.
 
Section 6.13                              Severability .  In the event that any one or more of the provisions contained in this Warrant Certificate, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby.
 
[ Signature Page Follows ]
 
19 

 
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed by a duly authorized officer as of the day and year first above written.

 	GENCO SHIPPING & TRADING LIMITED	

 	By:	/s/ Robert Gerald Buchanan	
 	 	Name:	Robert Gerald Buchanan	
 	 	Title:	President	
 
20 

 
EXHIBIT A
 
EXERCISE FORM FOR HOLDER
(To be executed upon exercise of Warrant)
 
The undersigned, being the holder of the Warrant Certificate issued by Genco Shipping & Trading Limited identified below, hereby irrevocably elects to exercise the right to purchase the number of shares of Common Stock indicated below pursuant to the net issuance exercise provisions of Section 2.4(a)  of the Warrant Certificate.

Warrant Certificate Number	 	 	
 	 	 	
Number of Shares of Common Stock	 	 	
 	 	(Total number of shares of Common Stock for which the Warrant is being exercised, before withholding for the Exercise Price. Not to exceed the number of shares of Common Stock for which such Warrant is exercisable in the aggregate.)	

 	Signature of Holder:	 	
 	 	 	
 	By:	 	
 	 	 	
 	Name:	 	
 	 	 	
 	Title:	 	
 	 	 	
 	Date:	 	

Exhibit 31.1
 
CERTIFICATION
 
I, Robert Gerald Buchanan, certify that:
 
1.               I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 of Genco Shipping & Trading Limited;
 
2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.               The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.               The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 	/s/ Robert Gerald Buchanan	
 	Name: Robert Gerald Buchanan	
Date:  November 17, 2014	Title: President	

Exhibit 31.2
 
CERTIFICATION
 
I, John C. Wobensmith, certify that:
 
1.               I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 of Genco Shipping & Trading Limited;
 
2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.               The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.               The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 	/s/ John C. Wobensmith	
 	Name: John C. Wobensmith	
Date:  November 17, 2014	Title: Chief Financial Officer & Secretary	

Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with Genco Shipping & Trading Limited’s (the “Company”) quarterly report on Form 10-Q for the quarter ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned President of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)          The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 17, 2014	/s/ Robert Gerald Buchanan	
 	Name: Robert Gerald Buchanan	
 	Title: President	
 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.  A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with Genco Shipping & Trading Limited’s (the “Company”) quarterly report on Form 10-Q for the quarter ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)          The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 17, 2014	/s/ John C. Wobensmith	
 	Name: John C. Wobensmith	
 	Title: Chief Financial Officer & Secretary	
 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.  A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.